Ben 10: Justice League (the series) Chapter 12 (part 1), a Justice League + Ben 10 Crossover fanfic

CHAPTER 12.1: BRAINIAC'S REIGN

6 MONTHS EARLIER, LEXCORP, METROPOLIS

It was a partly cloudy night in the city, and inside the offices of LexCorp, we see Lex Luthor and General Wade Eiling in Lex's office, they are having a meeting there and they looked over some blueprints. The General was looking towards the new suit that LexCorp was working on.

The general looked at the design and was quite impressed by it, but he asked Luthor, "Lexpendables? Seriously?" he wondered. "That's a stupid name."

"Marketing is still working on the name, but it's the future, general." Said Lex, denoting that to be true.

"I assumed that the product is already tested?" The General would like to ensure the product is ready to be used.

"Of course it does." Luthor replied.

"I hope the U.S. Military will rise to the occasion and prove that we are what America needs instead of relying on lawless cowboys and cosplayers."

"People do love cowboys and cosplayers. But we can change that." Then Luthor gets up from his seat. "The problem of course, is that people are seeing the supers as their idols. In five years I'm hoping the people will look up to the real heroes who risk their lives on the battlefield. Not a bunch of aliens and people with powers beyond mortal men."

"As much as I want to agree with you, what makes you think that the US military will agree to use your toys?" asked the general.

Luthor didn't reply, just smirked.

UNITED NATIONS, NEW YORK CITY

The next day, at the United Nations in New York, where Lex Luthor is meeting with several of the U.N. leaders and he begins his announcement for his new Lexpendables.

"Thank you for allowing me to be here, ladies and gentlemen of the United Nations, and the Press." he said, formally. "In light of recent events, I have decided that manpower alone may not be enough to stop the crime in the world. With the Lexpendables just delivering to several major cities such as Los Angeles, Detroit, San Francisco, New York, Atlanta, Chicago and San Diego, I plan on giving law enforcement agencies this new armor. The Lexpendable armor, in every agency in America. Soon, the world."

Just then, one of the leaders spoke up, "What makes you think that we will accept the use of your technology in the battlefield? The Justice League have proven themselves more than capable of protecting us from all these super-criminals, more times than you can count!" they said in an Italian accent, and they sounded annoyed by Luthor's words.

"I'm sure they have." Luthor said, sarcastically, getting the silent ire of Clark Kent. "But, these suits will provide additional strength that the Justice League does not have."

"So those metal suits would throw any crime into a cell in seconds?" Said one of the leaders with the British accent. "My country would rather prefer fast heroes."

"The Flash is pretty fast, but he's also efficient and hardly causes any collateral damage!" Iris West mentioned. "So how can we be certain that this new technology can even prove to be fast, efficient, and causes low collateral damage?"

"Also how can we be sure that something or someone, especially from space, can't corrupt the systems of the technology?" Lois Lane asked.

"To answer both questions, I have taken minimal collateral damage in mind and have developed a program to calculate scenarios to provide optimum efficiency and low if no collateral damage done." Lex explained. "As for corrupting the systems, I have taken even stronger precautions to ensure that such a thing doesn't happen by using a continuous updating antivirus software that is also smart enough to identify the source of any hack or possible origin of any virus it comes across and deals with both."

Slowly, a few Brainiac's chips were planted slowly to each world leader. Ma'alefa'ak, was invisible and intangible the whole time to keep him undetected and not to raise suspicion.

"It sounds like he has everything figured out." Said a man from Japan. "Perhaps we should give this new technology a chance."

"I agree." A Russian man replied.

"It may be too good to be true, but it is worth a tryout time period." A Chinese man stated.

"Perhaps there is something to consider in this." A man from Spain said.

"I agree." The Mexican representative added.

Then the argument between the other world leaders began to rise up. Eventually everyone was in agreement, the Lexpendables would be put into action.

This made some of the reporters nervous, but it made some reporters furious; Clark Kent, Lois Lane, and Iris West left the room as Lex smirked in victory.

TENNYSON'S HOME, NEW YORK

Ben and Gwen are both watching television, Ben was laughing when Luthor make his announcement about the "Lexpendables" on television.

"HAHAHAHAHA!" Ben laughs at the name "Lexpendables" from watching the television.

"Seriously Ben?" Gwen was a little annoyed with Ben's immature responses.

"C'mon, Gwen. I'm not the only one who thinks that this is funny." Ben explained. "I mean… it's called 'Lexpendables'. Of course it's funny. I bet Luthor is going to recruit Sylvester Stallone, Jason Statham, and Dolph Lundgren."

Gwen just "face-palmed".

OUTSIDE UNITED NATIONS, NEW YORK

Clark Kent, Lois Lane, and Iris West went outside to have a clear head after Luthor had won the vote towards the world leaders.

"This is bogus!" complained Lois. "How could the people have agreed to all this?!"

"I know. We've done a great job so far of protecting the world." Clark agreed.

"Something tells me that this doesn't feel right." Iris felt knew something was wrong. "You guys could feel that right?"

As Clark was about to reply, a call from the Justice League's ear comm was beeping. "This is Superman, go ahead."

"This is Cyborg, you're needed back at Metropolis. It's Parasite, he's absorbing some of our Leaguers' powers." replied Cyborg from Clark's ear comm.

"I'll be right there." replied Clark, then he turned his attention to Lois. "Sorry babe. Gotta go."

"I know." Lois understands Clark's second job as a superhero. Clark gave Lois a quick kiss, then immediately zoomed away.

"Superhero business huh?" Iris talks to Lois. "I totally understand. You should've seen how Barry left in the middle of our picnic for a few seconds, then came back again after he's just crime fighting without my permission."

"That's a little dejavu, Clark did the same thing too for a while." replied Lois.

"Even though that was for a few seconds, it was totally disrespectful." said Iris.

"Totally agree." Lois agreed.

AFGHANISTAN

As time passes by, the Justice League and the Titans are still doing their "heroes' business", but the use of Luthor's tech is used for the US Military in Afghanistan.

The Lexpendables felt a bit ruthless, as they're willing to shoot anyone if considered to be a threat.

GOTHAM CITY, NEW JERSEY

Gotham city was the first city to be tested for LexCorp to use the police force to stop crime. At the Mayor's office, Lex Luthor and Mayor Hamilton Hill Jr., are looking outside the window where the "Lexpendables" are marching through Gotham City. Hamilton Hill Jr. have taken over his father job's, Hamilton Hill, as the new Mayor, after Hamilton Hill was murdered by the Court of Owls, until Batman and the rest of the Bat-Family, managed to put to end to the Court of Owls couple of months ago.

"Behold, Mr. Mayor. With these Lexpendables, crime will reduce drastically." said Luthor.

The mayor does feel a little concern. "It's not that I don't appreciate the help, Mr. Luthor. But I'm not sure that the Commissioner will feel the same way."

"The Commissioner will thank us eventually. Besides, Gotham has always had the worst crime rate in America." Lex explained.

Outside the Gotham streets, The Gotham City Police Department (GCPD) have no choice but to watch the Lexpendables marching into the city.

"Commissioner?" Detective Renee Montoya was concerned with Commissioner Gordon.

"Not now." The Commissioner replied.

2 MONTHS LATER, WATCHTOWER, EARTH'S ORBIT

In the monitor room, Superman was deep in thoughts about the world leaders decision to use military technologies and no longer need superheroes. Flash and Martian Manhunter were also in the room.

"I can't stand this anymore." Superman is getting fed up.

"Even without reading your mind, I know exactly what you're thinking, Clark." The Martian responds.

"Dude, I thought we reopened the League because we respect the government's decision, regardless of what we think." Flash added.

"I don't care what the government thinks! The REAL government would never allow something like this to happen." Superman disapproves. "And the government suddenly just approved Luthor to use his toys around the world?! I don't buy it."

Then Superman left the monitor room.

WHITE HOUSE, WASHINGTON D.C.

Superman arrives in the White House to meet with the President, while the president himself is reading his files.

"Well, isn't it America's favorite hero?" greeted the president. "To what do I owe the pleasure?"

"We need to talk!" said Superman.

"So talk."

"How could you possibly agree to this, sir? The Justice League has been-"

"Cowboys who decide to be the law and do as they please?"

"We've never crossed that line. We save the world every single time."

"So now you're expecting to give you a medal? Waiting for my approval like I'm your daddy?"

"If you had a medal, then you made a mistake giving one to a person who made an idea of a high tech armored army, especially the another who uses criminals for the dangerous mission and then releases fourteen of them from prison as an award?!"

"I see. Well I must warn you that if you don't like the idea about the whole Lexpendables idea, then you superheroes acting like you want to go through with the gift to the government. Here."

The President placed the heroes registration act treaty right near Superman.

"Sign here, so you and your friends could join the whole government so we can help you more. But if you don't. I believe that the big house will be a perfect home for all of you "heroes".

Superman grabbed the treaty paper. "Thanks. But all the Justice League members would prefer our own way." He ripped the treaty paper in half.

"Very well." The president secretly pressed the button under his table. Which made some of the Lexpendables entered and surrounded Superman. However instead of the word 'Arrest him', he said this…

"Take him down." Superman tried to fight back, but all of the Lexpendables fired their Kryptonite blaster at him. Weaken Superman and then he fainted. The president got out of the chair, walked towards Superman and placed Brainiac's chip onto the back of his back. Superman is now brainwashed and he stands back up. Then the president suddenly shifted into Ma'alefa'ak.

"Now… Go around the country and find any of those 'teammates' of yours, including their bases." Ordered Ma'alefa'ak as Superman and the Lexpendables army fly out of the white house.

COAST CITY, CALIFORNIA

Meanwhile Hal Jordan as Green Lantern is flying around the city. Ever since the Lexpendables arrived in the entire city of California, there isn't enough crime for him to arrest. Just then he saw in front of him Superman flying towards Green Lantern.

"Oh it's you, Superman. Can't you believe that those big armor guys keep beating us to steal any action from us." Disappointed Green Lantern.

"We need to talk." replied Superman.

"Uhm, okay…" Green Lantern felt something was wrong that Superman must talk to him.

Superman and Green Lantern landed in the alley, then Lantern began to talk first. "Alright, so spill."

"I'm sorry." Superman apologizes then uses his super speed to snatch his ring from Green Lantern. It causes Hal's Green Lantern's suit to dissolve and back his flight jacket suit.

"Hey! What the f-" As Hal was about to cuss, a taser was fired from behind to Hal. It shocks Hal that leaves fall to the ground unconscious.

Finally, a Lexpendable planted a Brainiac chip behind Hal's neck.

"That was easy." says one of the Lexpendables' army.

"We're far from done." replied Superman.

BLUDHAVEN

Hal Jordan isn't the first superhero that got brainwashed after Superman however. At the same time, all of the Lexpendables were already searching for any Justice League and Titans on patrol. Few of them are chasing down Batwing and they manage to shut down his gadget wings on his back, but Batwing is not giving up as he fires at the Lexpendables while falling down and then lands on one of the building rooftops. Batwing tried to get back up, but one of the Lexpendables quickly fired the Brainaic's chip onto his back side of his neck.

BLACK HILL NATIONAL FOREST

A large number of Lexpendables have already surrounded both Mister Miracle and Big Barda. The two superheroes all fight back until the armored soldiers place Brainiac's chips onto the back of their necks.

WATCHTOWER, EARTH'S ORBIT, 2 HOURS EARLIER

After Ben and the Galactic Guardians left Earth for a mission to Planet Rann, a couple of the workers are chatting while working on the Watchtower's monitor duty. However, things went south when the Watchtower was hacked and about to disable the Watchtower's defense system.

"What the…'' the worker begins to feel suspicious. Then he decided to retype the computers to reactivate the defense system in the Watchtower.

"Sir, the defense systems have been shut down!" one of the workers decided to call Martian Manhunter, who's currently still active at monitor duty. As he was trying to type on his computer, he was unable to reactivate the defense system.

Martian Manhunter starts to press the button as he tries to contact Batman for help.

BATMOBILE

Batman was driving his Batmobile, but suddenly received a distress call from the Watchtower. Batman turns on his comm by pressing a button from the Batmobile.

"Watchtower, go ahead." replied Batman.

WATCHTOWER, EARTH'S ORBIT

"Batman, it appears that our defense systems have been shut down. It may have been caused by someone outside the Watchtower. I was hoping you would know." The Martian said.

"I have nothing to do with this. But I might know someone would." replied Batman from the comm.

BATMOBILE

Batman begins to call Cyborg from his Batmobile.

"Cyborg, this is Batman. Come in." called Batman

But the call was not answered.

"Cyborg?"

Batman felt something was wrong with Cyborg.

S.T.A.R. LABS, DETROIT

The lab itself was a mess, a couple of damaged computers and lab equipment have been destroyed by the cause of the fight between Cyborg and Brainiac.

It reveals that Cyborg was plugged by a couple of fingers from Brainiac's hand. Brainiac has full control of Cyborg's programming.

WATCHTOWER

An hour later, it didn't take long for Cyborg to open a boom tube, it released the armies of Brainiac drones attacking the Watchtower.

*KABOOM*

*BZZTTT*

As several computers are damaged, except the ones on the monitor deck, and the station's main orbital controls. Those were saved to keep the Watchtower operational for later.

Meanwhile, the drones attacked the heroes that were available on the Watchtower. It was a hard battle as they tried to push back the drones, but they were being overrun while the workers managed to escape from the Watchtower.

SPACE, OUTSIDE WATCHTOWER, EARTH'S ORBIT

The Galactic Guardians are boarding Tetrax's ship as they're heading back to Earth. Then Rook turned on the comm to contact the Watchtower.

"J'onn, it's Rook. Do you copy?" Rook tried to contact the Watchtower from Tetrax's communication system.

*BZZZZZZZTTTT*

The comm was hard to reach then it was finally able to contact the Watchtower.

"Watchtower has been taken over! I repeat, the Watchtower has been taken over! Do not enter!"

Then Omni Knight came from the back seat and asked, "What's going on?"

As soon as the ship reached the Watchtower, the Watchtower's defense system was active and began to fire toward Tetrax's ship.

*RAT-TAT-TAT-TAT*

"HANG ON!" warned Tetrax, as he was piloting the ship and avoiding the blasters fired from the Watchtower's defense systems.

"Guys, head back to Earth!" Omni Knight ordered. "I'm going to check out what's wrong with the Watchtower." Then he immediately uses the Ultimatrix and transforms it into Ghostfreak.

As Tetrax's ship was about to head towards the Earth's atmosphere, Ghostfreak turns intangible and invisible to get inside the Watchtower to see what was going on.

WATCHTOWER, EARTH'S ORBIT

As Ghostfreak manages to get inside the Watchtower, a couple of Brainiac drones are about to attack the workers. Then Ghostfreak manages to save the workers by touching them and turns them intangible.

"GO, RUN!" ordered Ghostfreak.

After saving the workers, despite being intangible, the Martian still manages to touch Ghostfreak and punches him. Ghostfreak knocked through the wall.

How the hell does he… wait, of course. Ghostfreak thought. He's intangible too, duh.

Ghostfreak then transformed into Heatblast. As soon as Martian Manhunter tried to get close to him, he got weaker when he felt the heat.

"Sorry , J'onn." muttered Heatblast.

He shot a bit of fire towards the Martian just to temporarily neutralize him.

"AAAAHHH!" J'onn couldn't handle the heat.

As much as Heatblast felt a bit sorry for J'onn, he noticed that there's a chip planted behind.

"What the hell?" Heatblast muttered, as he pulled out the chip behind the Martian's neck.

But then, an ice blast hit Heatblast and Martian Manhunter. It turns out to be Ice. It didn't take long for Heatblast to break free from the ice. Then Ice was joined by Fire.

"You wanna be that way? Fine." Heatblast then evolved into Ultimate Heatblast.

Fire's green flames have no effect on Ultimate Heatblast.

"Is that all you got?" taunt Ultimate Heatblast.

Then both Fire and Ice both fired their green fire blast from Fire and Ice's ice blast towards Ultimate Heatblast. But Ultimate Heatblast fired his blue fire blast towards them as his power is more powerful than Fire and Ice combined.

Fire and Ice retreat. As Ultimate Heatblast was about to chase, Martian Manhunter ordered him to stop.

"Wait!" halted the Martian. "We need to evacuate this building. Some of the heroes are under mind control." But J'onn gets even weaker due to Ultimate Heatblast's heat. "And please transform into something else."

"Right." Ultimate Heatblast agrees, as he transforms into Upgrade. Then he encased himself towards the damaged Javelin and it immediately fixed the Javelin merged by Upgrade. The Martian was on board with some of the workers and they left the Watchtower.

WATCHTOWER, EARTH'S ORBIT

As soon as Upgrade, still merging as a Javelin, is on his way back to Earth surface.

*BEEP-BEEP-BEEP*

But Upgrade's Ultimatrix logo is beeping, mean's he is receiving a call.

"Hello?" answered Upgrade.

"Ben." The person's voice revealed to be Grandpa Max.

"Grandpa?"

"I need you to see me at the nursing house. I'll explain to you later."

Upgrade would have answered back, but decided to fly and headed towards the nursing house, which is located in New York.

GOTHAM CITY, NEW JERSEY

Somewhere in the Joker's hideout (which is the carnival). A group of Lexpendables were in the area having a massacre against the Joker's men. Finally, it didn't take long for the Lexpendables to find the Joker.

"Ugh, who would've thought that the Lexpendables are such an original name." teased the Joker. "For someone who's supposed to be a genius, he surely sucks at naming." Then he teases Lex Luthor for the lack of originality.

"Ok, let's kill this son of a bitch." One of the Lexpendables are ready to kill the Joker.

However, Joker has something on his sleeve, which is a remote which he immediately presses. The air vent releases a leatha laughing gas, as the Lexpendables were gassed, the Joker didn't need any gas masks as he was already immune to it.

"Now it looks like I'm beginning to understand why they called you Lexpendables. Because you really are 'expendables'" joked the Joker, then he laughed and ran away. "HAHAHAHAHA".

As the Joker is already heading out, a shot from behind was fired towards Joker's leg.

*BANG*

It is revealed to be one of the Lexpendables, who appears to be okay despite that they were gassed by Joker's laughing gas.

"Wha-what?!" Joker was surprised that the laughing gas did nothing to affect the Lexpendables.

"Did you really think that we didn't come here unprepared?" warned one of the Lexpendables. "Our armor protects us from lethal gas, including yours."

"That's not funny." respond Joker.

A Lexpendables is pointing his blaster towards the Joker to execute him. "Now the jokes on you."

As he was about to shoot Joker, a flashbag was thrown to blind the Lexpendables and the Joker temporarily.

*FLASH*

It was revealed to be Batgirl. She runs towards the Lexpendables and throws another grenade, which is an EMP grenade, which disables the Lexpendables' armors. She finally fights them with her tonfa sticks. She hits them hard as the Lexpendables have no chance against Batgirl's martial art skills.

*BLAM*

As soon as the Lexpendables are defeated, the clown prince of crime shoots Batgirl at her spine from behind. Batgirl falls to the ground, as the Joker limps towards her.

"Oh look I finally hit something and it's the little girly bat, hahahahahaha!" Joker said as he limped towards the fallen Batgirl. "What's the matter? No comeback? No 'you'll pay for this'?"

The Joker stopped in front of Batgirl, who's in pain, crying, and bleeding on the ground, then he swung his gun in front of her face before asking. "Do you know what's really funny about all of this?" After getting no response he added. "It's that one way or another I still hurt the bat and he won't even let it show, which makes it even more funny, because he's just as crazy as me. However, the only difference is I'm not afraid to let how I feel show."

Then he pointed his gun at Batgirl's skull and pulled the trigger.

*CLACK-CLACK-CLACK*

It was a dry shot as he had run out of bullets.

"This is embarrassing." Joker said as he checked the bullets in his gun.

"Hey Puddin." called out a female with a squeaky voice behind the Joker.

As the Joker turns around, a gun is fired.

*BLAM*

The Joker falls on top of Batgirl. She quickly pushed the Joker aside, despite she's still in pain.

"Harley... why?"

"Oww 'Bratgirl'. Puddin and I have tons of fun, murderin you or seeing a kid getting roughen up is not pretty much my style."

Batgirl understood that the "kid" that Harley was talking about was Jason Todd, one of the Bat-family members that they've lost.

"NO!" a sound of a boy shouts from behind, revealed to be Robin, who jumps-kicks towards Harley.

"GET AWAY FROM HER!" Robin warned.

"Robin… help…" Batgirl said it weakly.

As Robin turns around towards Batgirl, Harley runs away. Robin pulls out a sprayer from his utility belt and sprays foam to prevent Batgirl from bleeding. He then wraps her with a bandage.

The Batmobile arrived on autopilot. Robin carries Batgirl to the Batmobile.

Gotta find a medic fast. Wayne Manor is too far away from here. Robin thought, then got an idea where to bring Batgirl for an aid. Leslie Thompkins could help her!

Then the Batmobile zooms away.

*ZOOM*

NURSING HOUSE, NEW YORK CITY

Inside the nursing house in New York. Max Tennyson is having a chat with Titano and Zeno while waiting for Ben to bring the remaining non-brainwashed superheroes safely.

"So in the early years, you used to be part of the team called 'Checkmate'?! That's a bullshit name they come up with." Said Titano.

"Don't… don't start. Look, I know the naming needs work but-" Grandpa Max saw Omni-Knight and Martian Manhunter quickly entering the nursing home. "Ben, you're here! Where are the others?" Said Grandpa Max while everyone walked up to them.

"Arriving in about five seconds." Omni-Knight took off his helmet and smiled. Just then Green Arrow and Black Lightning both just enter the nursing home while a golden ankh portal appeared and Doctor Fate, Lucky Girl, and John Constantine walked out of it. Omen (AKA Lilith Clay) appeared from her teleport smoke power and Obsidian showed up from the lamp's shadow and walked towards Alan Scott, his father.

"Eh. Descent entrance." Titano smiled.

Alan Scott was formerly known as the first human to ever become a Green Lantern and a former Justice Society of America (JSA). Other than Alan Scott, several former JSA members are apparently living in this nursing house. Jay Garrick, known as the first Flash. Ted Grant, formerly known as Wild Cat, the former undefeated heavyweight boxing champion and a hero. Charles McNider, formerly known as Dr. Mid-Nite. There's also Sanderson Hawkins, formerly known as Sandman. Lastly, there's Kim Tran, a former refugee from Vietnam decades ago and the second human to become a Green Lantern.

However, four former JSA members have passed away; Rex Tyler, formerly known as Hourman, Wesley Dodds, formerly known as the first and original Sandman, Kent Nelson, formerly known as Dr. Fate who managed to live a hundred years longer thanks to Nabu's magic, and Dinah Drake Lance, the first Black Canary and Dinah Laurel Lance's mother.

Alan Scott smiles and gives his son, Obsidian a hug. "You alright, kiddo?"

"I'm fine. But I couldn't find Jade anywhere." Obsidian looked down.

"Zatanna is with Jade as well. But I don't think they'll make it." Said Lucky Girl.

"Green Arrow, Where's your 'Arrow-family'?" Asked Rook.

"I don't know. I lost contact with any of them before the attack." Said Green Arrow.

"Arrowette too?" Rook worried about her until Omen showed her red hair after she unmasked and explained to him.

"She was with me during our regroup. But Arrowette got caught by those Lexpendables right before I could teleport out." Said Lilith Clay.

"I understand." Said Green Arrow.

"I think that there will be more coming. If anyone is acting strange, we better check at them in case there is a spy or something." Warned Ben until he heard his Ultimatrix bleeping.

*BEEP-BEEP-BEEP*

Ben's Ultimatrix is beeping again, which means he's got a call. The call is from Michelangelo. "Hello?" He said.

"Yo, Ben! Uh… Could you come over here to give us some of your alien support and bring some pizza along as well!?" Said Michelangelo on the phone with the gunfire in the background.

"Mikey, what are you talking about?" Confused Ben.

"Give me that! Listen, the whole Undertown got a bunch of Stormtroopers all over the city and we got some heading towards our back- Just get your ass over here!" Shouted Raphael on the phone.

"I'm on my way!" Ben hangs his phone down.

And that's the Raph I know. Ben thought, and put his helmet back on and about to leave the nursing house. "I had to get the Undertown! I will get our turtle pals quickly before we could have a-" Before Ben could leave Lois Lane unexpectedly entered the nursing home.

"Lois?" Ben was surprised to see the reporter arrive.

"Ben?"

Ben and Lois did meet a few times. The last time they met was at the Ace O' Clubs, a pub located in Metropolis. They chatted about what it's like to have Kryptonians as they're soul-mates. Ben has Supergirl as his girlfriend, while Lois has Superman as her boyfriend.

"Lois?" Titano overheards Ben calling that woman "Lois", as if the name's familiar for Titano.

Then Lois turns her attention towards Titano. "Okay, this is a little bit weird."

Ben asked Titano "Titano. You know her?"

Lois gasps, as she remembers the name "Titano". "Titano? Is that really you?"

Both Lois and Titano walk towards each other slowly. The two of them finally gave each other a hug, as they missed each other.

"Where have you been?" asked Lois. "I thought you're dead."

"I dunno maybe because your dad blasted me off to space then I got experimented on by a bunch of aliens." responded Titano sarcastically.

Then Lois turns her attention towards Ben. " Why didn't you tell me that you have Titano?"

"How should I know that you and Titano know each other?" responded Ben.

"Alright, enough." interrupted Grandpa Max. "We can talk about this later. I think Ben needs to go somewhere."

"Right." Ben agreed, then he transformed into Big Chill and he flew away intangibly.

UNDERTOWN, NEW YORK CITY

The army of Lexpendables have invaded Undertown. As three of them stop the runaway mutants and ready to attack them, Old Hob appeared from the rooftop and fired his rocket launcher at the Lexpendables.

"Move it!" Old Hob shouted to the mutant civilians and allowed them to escape before the Lexpendables got back up.

When Old Hob jumped off the rooftop and landed back on the ground, he stopped when he saw lots of Lexpendables including the same three of them appeared and tried to surround the mutant cat. However, they didn't know that they were stepping on some remote mines and the smirk Old Hob pressed the trigger.

*BOOM*

The remote mines managed to kill some of the Lexpendables around Old Hob.

A minute later, Old Hob met up with Herman and Man Ray defending the new Mutanimals base and he gave them more ammos for his teammates.

"Remember to use heavy weapons on those humans. All of the mutants and aliens still need our help, so smoke them out!" Old Hob ordered while firing his grenade launcher at the Lexpendables in front of him.

Herman the Hermit Crab firing his shell minigun at the Lexpendables. Both him and Man Ray know that Old Hob may have disliked the humans, but he did care about all of his fellow mutants, including the aliens too.

As the Mutanimals keep on firing at the Lexpendables. Big Chill flies past them from above and freezes a few of the armored troopers with his breath. Big Chill then evolves into Ultimate Big Chill, allowing him to breath fiery ice which froze the Lexpendables' armor completely.

"We have them." Old Hob didn't appreciate Ultimate Big Chill's help.

"You're welcome." Ultimate Big Chill replied sarcastically. "Where are the Turtles?"

"None of our business. They can handle themselves." Old Hob replied and left along with his followers.

Ultimate Big Chill didn't have time to have a fued with Old Hob, so he tried to look for the rest of the Ninja Turtles. It doesn't take long to finally find them along with Master Splinter backing away from some of the Lexpendables.

"Any ideas, Donnie? We almost reached the dead end!" Raphael tried to stab one of the Lexpendables with his sai dagger, but the armor is too strong.

"The idea is you got me." Ultimate Big Chill arrives to aid the turtles, then he easily freezes the Lexpendables again with his fiery ice-breath towards them.

"Glad you came to help, Ben. Those guys just showed up and tried to attack all of the people for no reason. It's like someone reusing the whole Footbot plan." Said Leonardo.

"We had to help everyone in Undertown." Said Master Splinter. Ultimate Big Chill thinks that he is going to let the turtles join the resistance. He had to help them and the whole town.

Cut to one of Lexpendables group located a huge number of aliens and mutants hiding in the lamp store.

"Alright troopers. If we were not allowed to get inside, we would have to blow up this whole place." Said one of the Lexpendables about to pull out the time bomb. However on the left alley way nearby, Leonardo and Donatello were planting smoke bomb.

"They were about to destroy a huge crowd inside! We better act fast, guys!" Warned Leonardo talking to two of his brothers with his walkie talkie.

Cut to another group of Lexpendables searching for any aliens or mutants in the street, Michelangelo and Raphael peek out of the building wall.

How do we lure them into a trap?! Thought Raphael and then Michelangelo suddenly sneezed and his back accidentally knocked down a trash bin. The Lexpendables petrol turns around because of the noise and sees the two turtles.

"Uhh… Hi!" Said Michelangelo with the wave.

"Kill them!" Ordered the female Lexpendables, while the rest aimed their weapons at the two turtles and fired at them. But both Raph and Mikey avoided the gunfire while running away into the alleyway. The Lexpendables begin to chase after them.

However when the Lexpendables turn to the corner of the alleyway. Both Raphael and Michelangelo were already on the rooftop and watching them running past them below. Back to other group of Lexpendables planting bomb on the lamp store wall until they saw another group of them running out of the right alleyway. They were about to asked each other about the turtles until the smoke bomb from the left alleyway exploded. The smoke blinded all of the Lexpendables and Ultimate Big Chill froze all of them with his huge breath. He automatically changes back to Omni-Knight when he opens the lamp store door.

"You're all clear!" Said Omni-Knight and the crowd walking out of the lamp store.

"Thank you so much!" Said the young female alien, happily.

"Your late timing almost got us killed, humans." The mutant raccoon glared as he walked past Omni-Knight. Then all the heroes regroup.

"All of those heavy troopers are all frozen into ice cubes around the Undertown." Said Donatello.

"Not for long. They might be more incoming and those frozen troopers won't stay like this forever. We had to get people somewhere safe by evacuating the Undertown." Said Master Splinter. Suddenly one more Lexpendables shows up from the cloaking device.

"Look out!" Shouted Leonardo pulled out his twin katanas until the Lexpendables was killed by Old Hob's rocket launcher from behind. He then along with Herman and Man Ray walked towards the turtles and Splinter.

"Argh… Hob, you old flea-biting bastard! Your explosion almost hit us." Groaned Raphael.

"Oh, my bad. Didn't know that this big guy was aiming at you both including that fleshing here." Grinned Old Hob.

"Old Hob, I know that we have a history. But since you are now a leader of the Mutanimals, you had to get all of Undertown's people to safety before reinforcements arrived." Said Splinter.

"Herman! Ray! Move your ass!" Said Old Hob and he moved away with his loyal soldiers.

"Alright. You guys better come with me. Our surface friends need your help." Omni-Knight tried to activate his Ultimatrix, but it was re-charging after he used the alien. "...In about a few minutes."

Just then, a golden ankh portal right near them and Dr. Fate walked out of it. "You have been summoned by your grandfather." He said.

NURSING HOUSE, NEW YORK CITY

Omni-Knight, the Turtles, Splinter, and Doctor Fate walked out of the golden ankh in the nursing home. "Sorry we're late." Ben takes off his helmet.

"Perfect timing actually." replied Max. "I need you to take a scout at the LexCorp, then we'll striked together if there's an opening."

"Remember," Tetrax reminded Ben. "This is a scout mission only. Means-"

"Don't try to do anything brash and stupid. I know." replied Ben. "But I'm gonna need back-up in case things go wrong. The problem is the teleporters from the Watchtower, The Hall of Justice, and the Titans Tower were all offline. Which means-"

"Fate will be in your assistance." Dr. Fate interrupted.

"Okay, problem solved then." said Ben.

METROPOLIS STREET, NEAR LEXCORP

So the resistance went to Metropolis by Dr. Fate's golden ankh and began their scouting mission. When they were hiding in the street near the Lexcorp to avoid getting spotted by any Lexpendables, Omni-Knight uses the binoculars to look at the tower.

Great, LexCorp is heavily guarded, thought Omni Knight. Let's just hope that no one's-

Just in a few seconds, Superman and Supergirl both float in front of him.

Ah, shit, thought Omni Knight. He immediately pressed the Ultimatrix to hit the alarm, and also transformed himself into Four Arms.

Instead of fighting, Four Arms raised his hand to tell them to stand down. "Clark? Kara? Easy, it's just me. Ben."

Didn't listen to him, Supergirl charges towards Four Arms first. Then a golden ankh portal has opened; revealed to be Titano, Zeno, and Dr. Fate himself. Superman noticed the appearance of Titano, Zeno, and Dr. Fate. So he decided to attack them himself.

Superman punches Zeno and knocks him away. But Titano fires Superman with his blasters while Dr. Fate fires it with his "ankh-like" golden beams towards Superman. It seems that Dr. Fate's attack. Superman tried to punch Dr. Fate, but it was blocked by a golden ankh shield, which made his knuckles a bit burned. It reveals that Superman is vulnerable with magic. Zeno yanks Superman's cape and slams him to the ground.

*SLAM*

The slam creates a crater on the ground. But it didn't take long for Superman to recover and strike back towards Zeno with his combo punch, which crashes him wall after wall.

On the other side of a fight, Four Arms and Supergirl are in the middle of a fall near the building. Supergirl tried to punch Four Arms but he kept holding her fist.

"Babe, stop!" Four Arms doesn't want to hurt his girlfriend.

However Supergirl didn't listen. Instead, her eyes are glowing red, then shoots her heat vision towards Four Arms as he knocks her down to the ground, creating a crater.

*BOOM*

Four Arms groaned as he withstood Supergirl's attack due to his durability. But Supergirl wasn't done yet. As she was about to charge down towards Four Arms, a grenade was fired from Titano's grenade launcher. But Supergirl easily caught the grenade, which released kryptonite, making Supergirl weaker and causing her to fall on the ground. Four Arms saw this as an opportunity, he ran towards her then picked out Brainiac's chip planet behind her neck. After that, Four Arms looked towards Titano's direction.

"You could've done that earlier?" Four Arms complaint.

"Yeah, but you two are kinda in the middle of a thing." explained Titano, then he teased Four Arms. "And you're welcome, dickhead."

Didn't have time to shoot back at Titano, Four Arms is more concerned with Supergirl's condition. "Supergirl?... Kara?"

Supergirl groaned and woke up. Four Arms relief that his girlfriends wake up again.

"Ben?" Supergirl smiled, as she touched Four Arms' cheek. "What happened?"

"Let's just say you're being brainwashed then you're trying to kill me." Four Arms explained it shortly.

Supergirl noticed the chip's symbol. It has a "V" shaped line attached to the three circles on it, which means Brainiac's symbol. "Brainiac…" Supergirl says it like it's a cursed name.

"Honey, I'm gonna need your help to bring down your cousin." Four Arms told his girlfriend, Supergirl.

"On it." said Supergirl.

As Supergirl flew towards her cousin, she saw an arrow flying towards her, so she managed to avoid the shot, but then more of the arrow shot flew past her and now it is targeting Four Arms.

"We got ourselves a sniper archer somewhere nearby! Could anyone deal with that!" Shouted Four Arms while avoiding some arrow shots.

Cut to Rook already arrived on the other side of the street by Dr. Fate's golden ankh portal and understood what Ben said on his comms. He looked up at one of the building rooftops to see an archer firing at the other group.

"I'll handle this!" Rook uses his Proto-Tool grappling hook mode to go up to the building rooftop. When he reaches the top, Rook sees that the brainwashed archer is Arrowette and she turns and aims her crossbow at him.

"Arrowette?! It's me, Rook. You had to stand down!" Rook told her to stop. But like the rest of the brainwashed superheroes, Arrowette didn't respond and she fired multiple arrows at Rook. But he managed to avoid the shot.

Just then brainwashed Captain Atom landed on the rooftop near Rook and he fired his energy blast from both wrists at him. But Rook blocked the attack with his Proto-Tool shield mode. Then Arrowette jumped, pushed Rook to the ground with her shoulder and about to strike him with her crossbow until Rook managed to stunned her with his Proto-Tool taser mode. Captain Atom fired his energy blast towards Rook. But he blocked it with his Proto-Tool shield mode and the blast bounced it back to Captain Atom, which made him stunned a bit.

Rook pulled the brainiac's chip out of Arrowette's neck and tried to wake her up. "Arrowette… are you alright?!" He asked.

Arrowette woke up. "Ro- Rook?" She gets back up by Rook's hands.

"Yeah that's me. hoping that anyone misses us during our space mission. But most notable you." Smiled Rook. However their talk was cut short when Captain Atom got back up while firing his energy blast up to the air, firing it like fireworks. Which means there will be reinforcement approaching to eliminate any resistance members in the area.

When Captain Atom fired his energy blast again, Rook tried to fire his Proto-Tool blaster mode, but it overheated and few of the Lexpendables landed next to Captain Atom, so Rook and Arrowette had to back away from them while avoiding their gunfire. As they reached the edge, Titano appeared with his jetpack and used his blasters to fend off the Lexpendables. Then Rook's Proto-Tool finally cools down.

Rook, Arrowette, and Titano carry on fighting against the brainwashed Captain Atom. They keep on fighting, Rook notices that reinforcements have arrived from Lexcorp tower and the sky.

"Ben, they sent in reinforcements including more of our mind controlled guys. We had to retreat quickly!" Rook said to Four Arms with his comm.

Superman hurls Four Arms and throws him towards Supergirl's direction. Both Four Arms and Supergirl got crushed on the ground but quickly recovered because of their invulnerability.

Then Dr. Fate opens another golden ankh portal again, where Green Arrow and Flash/Jay Garrick arrive to assist Ben and the other heroes. Green Arrow fired his arrow towards Superman, but easily caught the arrow. However, the arrow releases a Kryptonite gas which makes Superman fall to the ground and weaker.

"We must leave quickly." ordered Fate.

As the heroes are about to make their exit towards, the Lexpendables, Brainiac drones, and two other brainwashed heroes arrive as well; Flash/Barry Allen and Red Tornado.

Jay Garrick noticed another Flash (Barry Allen) was about to zoom towards the heroes who were about to retreat, so Jay zoomed towards Flash immediately.

"JAY, NO!" Four Arms knows that Jay is about to make his sacrifice to stay behind and get captured. As Four Arms was about to save Jay, Red Tornado pushes Four Arms with his tornado blower which blows him to the portal. The heroes knew they would have a hard time to get forward due to the strong wind current by Red Tornado. In order to keep themselves from being captured, they finally retreated back to the golden ankh portal.

MEANWHILE, THOMAS WAYNE MEMORIAL CLINIC, GOTHAM CITY

At Thomas Wayne Memorial Clinic, Barbara was lying down on a bed, after Leslie Thompkins pulled a bullet out of her body after Joker shot her. Robin was sitting next to Barbara to make sure she's okay.

"Hey, how are you feeling?" Robin asked Barbara as she was now awake after the pain meds wore off a bit.

"A bit groggy, but I'm alright for now." Barbara replied as she tried to sit up a bit. "How are the others?"

"Doing the best they can, but right now we're worried about you." Robin explained. "The doctor will be in later to explain what all happened."

Barbara nodded as she started to notice that she still couldn't feel her legs, but kept calm about it as she already knew that the bullet did some damage to her spine. All they could do was wait for the doctor to return, but suddenly there was a voice at the door that Barbara was both grateful and depressed to hear.

"How's it going in here?" Jason Todd, also known as Red Hood, asked from the doorway, while sporting a black eye, swollen jaw, and a couple of stitches here and there.

"What the hell are you doing here?" Robin asked as he was getting angry at Jason being around.

"Aside from getting treatment for my own injuries I figured I'd at least check in with an old friend and teammate, who is in here for a more serious injury than mine." Jason explained as he was simply annoyed by Robin as he thought. "How this runt took over my spot is beyond me?"

"As if you'd care about Barbara after how you-" Robin started off before he was interrupted.

"That's enough!" Barbara ordered as she sat up with her arms bracing her. "I am tired of your constant bickering and bitching towards each other and I don't want to hear anymore of it, got it?!"

Both boys looked at her in fear with wide eyes as they nodded in agreement with her.

"Sounds like I missed a great show." Leslie said as she walked into the room and past Jason. "However, if either of you antagonize the patient again then I'm going to kick your asses and perform surgery on you whether you need it or not."

The boys took the warning well and decided to keep themselves quiet, while in the clinic at least.

"So what's going on with me Leslie?" Barbara asked as she felt a bit better.

"I'm afraid it's not good." Leslie replied with a somber tone. "The bullet went right into the center of your spine and completely severed the nerves that connect your brain to the motor functions in your legs."

"Meaning that I'm going to be sitting down for a while now?" Barbara asked as she sugar-coated the real question.

"I'm afraid so." Leslie replied as she confirmed the diagnosis.

Jason couldn't believe what he just pieced together as he asked, "Isn't there anything you can do about this?"

"I'm afraid not." Leslie replied. "There might be a slim chance that the reattached nerves might heal in time, but for now we might have to expect the inevitable."

"No! There has to be something that can be done!" Robin exclaimed in anger.

"Robin!" Barbara said as she got the Boy Wonder's attention. "It's alright, I'm alright and still alive and besides, I spend more time on my ass at the computer anyway."

"That's actually true." Jason added. "Back when I was Robin she would always be at the Batcomputer typing away instead of doing much of everything else."

Robin felt a little calmer as he realized that they had a point. "True." He agreed. "Barbara is always sitting on her fat ass at the computer."

"Hey, it's not that fat!" Barbara argued and caused everyone to laugh as they all felt a lot better.

Suddenly there was a call for Barbara, it was Dick. "Barbara, are you alright?" He asked her when she picked up the call.

"Not really. Joker shot me and I can't walk anymore." She answered. Dick had been busy in Bludhaven, battling with Lexpendables, when he got the news on what happened to her.

Suddenly, Black Canary, Huntress, Orphan, and Spoiler entered the room. Barbara has been more than just "close friends", but also a moral compass towards her friends.

"Babs! You okay?" Spoiler's worried for her friend.

"Don't worry about me! I need you all to do something for me, at Gotham Clocktower." Barbara gave her orders to the gathering heroes.

CLOCKTOWER, GOTHAM CITY

Barbara has sent Robin, Black Canary, Huntress, Orphan, Red Hood, and Spoiler to the Clocktower, a place where Barbara has her own secret lair, which she planned for months. For Barbara's sake, the heroes are cleaning up the places, but Robin is setting up the computer devices. Barbara has already given Robin the notes from the holographic computer about how to set up Barbara's new high-tech computer device.

"How much money does Barbara spend on her computer?" Huntress asked in curiosity.

"I don't think I wanna know." Robin answered.

"Lemme guess. Bruce bought Barbara a new computer?" guessed Spoiler in her teasing tone.

"I don't think her dad could possibly afford Barbara that kind of computer." added Orphan.

"If Bruce really did buy Babs this computer, I'm gonna have a word with him." Robin said.

"Ahem." interrupted Black Canary. "I don't think setting up this computer would do any good. Brainiac has taken control of Cyborg, which means he can hack every world's technologies with his thoughts."

"Batman and Babs already thought about Cyborg's capabilities before." explain Robin. "Which is why they make sure this computer is unhackable, not Cyborg could hack this. The same with the Batcomputer too."

"Maybe Bruce should've bought me a new bike." Red Hood said sarcastically.

"So why does Babs need her own computer? She could still use the Batcomputer." Spoiler asked.

"Because while the Batcomputer is great and all, it's still Bruce's computer and I don't have access to everything he has on it and so on this one I can make it my own and it has a special connection to the Batcomputer that's untraceable and unhackable." Barbara explained from Robin's holographic computer on his wrist. "Plus a computer isn't as much trouble as a plane or who knows what else you boys have asked for."

Robin just finished setting up the computer, while Black Canary, Huntress, Orphan, Red Hood, and Spoiler watch as Barbara's new computer has turned on.

"Guys, allow me to introduce you to 'Oracle'." Barbara spoke from the holographic computer screen.

SOMEWHERE ON A GOTHAM STREETS

Harley is on the run from the Lexpendables, taking her beloved hyenas Bud and Lou with her, but it didn't take long for Lexpendables to surround her thanks to their rocket boots and jetpacks. Now the Lexpendables are pointing their guns towards her.

"Sure didn't wanna talk about this?" Harley asked timidly.

As the Lexpendables are about to show her no mercy and pointing their guns towards her, the ground was rumbling.

*RUMBLE-RUMBLE-RUMBLE*

Then, the ground was cracked, revealed to be monstrous plants rising from the ground as they growled and hissing towards the Lexpendables.

"OPEN FIRE!" ordered one of the Lexpendables. They quickly fire their guns towards the monster plants. But some of them got binded by the vines, then got eaten.

Harley knew where the monster plants were coming from.

*VROOM*

"PEANUT! OVER HERE!" It is revealed to be Poison Ivy, who's driving a stolen car. Ivy has always called Harley, "Peanut".

"RED!" Harley was very happy that her girlfriend, Ivy, came to rescue her from the Lexpendables. Harley has always called Ivy, "Red", due to Ivy's crimson hair.

Harley was on board Ivy's stolen car and finally zoomed away.

IVY'S GREENHOUSE HIDEOUT, GOTHAM CITY

Harley, her hyenas, and Ivy make it inside the hideout, where they find a bunch of cats. "Look at all the kitties!" Harley shouted excitedly.

"Catwoman's been in touch, and I've been taking care of her cats." Ivy explained to her as Catwoman arrived.

"The streets have been chaotic ever since those men in suits arrived, the cats don't really have anywhere to go, but here." Catwoman explained her situation.

However, Catwoman's cat hisses towards Harley's hyenas, while the hyenas are "laughing" towards the cats, meaning they're about to attack. Catwoman quickly grabs the cats away from the hyenas.

"DON'T YOU DARE FRICKIN' MOVE!" Catwoman hissed angrily towards Harley's hyenas

Meanwhile, Harley was talking to Ivy, where her excitement seemed to fade a little, suddenly. "I did it Red, I killed Mistah J. But now what do I do? He was actually fun to hang with!"

Catwoman facepalmed in disappointment, but Ivy had more reassuring words for Harley.

"You finally rid yourself of that maniac, Harley, but this isn't the first time you've killed people, nor will it be the last." Ivy spoke, helping Harley feel comfort.

"I know, but Mistah J was the one who gave me all the laughs." explained Harley.

Ivy sighed. "Well, at least he won't bother anyone again. Only question is, what would Bats think of this?"

"Jesus Christ, you wouldn't believe how Batman can be a total pain in the ass." complained Catwoman, who used to have a romantic relationship with the Dark Knight.

"Who needs your experience with him, he's always a pain in the booty." Harley replied. "He's always such a killjoy."

"And instead of helping the environment he's always killing plants instead of simply disabling them." Ivy complained.

"I know he's harsh and I know that he could do better, but at the end of the day he is just a man." Catwoman explained.

Harley and Ivy had to admit that she was right. Despite all the rough exterior, Batman was still just a man that knew a lot, but didn't know everything.

"Do you think knowing that I killed Mistah J will help Batman ease up on me?" Harley asked in genuine curiosity.

Catwoman thought about it for a moment. "I think it might help." She admitted. "He did kind of abuse you sometimes."

"I remember the bruises and the occasional cut." Ivy stated.

Harley knew what Ivy was talking about and started to realize how right they were about the Joker. He was an ass, so she imagined him as a donkey and laughed at him instead of with him. Now she could move on while Catwoman and Ivy watched her laughing with a bit of worry.

NURSING HOUSE, ROOFTOPS, NEW YORK CITY

After the extraction, Ben is lost in thoughts, thinking about his simple scouting mission gone wrong. It didn't take long for Rook, Supergirl, and Ester to go up to the rooftops to check on Ben.

"Hey, how are you feeling?" Supergirl asked as she sat next to her boyfriend while the others sat close by.

"I'm fine, just a little lost in thought about everything." Ben replied as he enjoyed the company.

"Good to know that you're not sulking." Ester said with a smile.

Rook asked. "So what were you thinking about?"

"Mainly how a simple scouting mission could end up so messed up." Ben admitted.

"Nothing simple is ever simple." Supergirl replied. "After all I was sent to Earth in a cryo pod at the same time as Clark, when he was a baby, but ended up arriving decades late."

"Considering Kryptonian technology that should have been simple on its own." Rook explained.

"Plus we've all had our fair share of something simple getting messed up." Ester added.

"Besides, the one who should be taking the blame is me." Supergirl personally takes the blame. "I was the one who tried to kill you earlier."

"You didn't know what you were doing and you had no control over it." Ben told her. "You have nothing to be ashamed of."

"Mind control can make people do a lot of things that they don't want." Rook mentioned. "However, the one being controlled still holds no direct blame."

"But we lost Mr. Garrick right?" Ben was referring to Jay Garrick, the first Flash.

"And we'll get him back. That's what we'll do." says Ester.

Ben gave a comforting smile. Then Supergirl, Ester, and Rook gave Ben a group hug.

"Ahem." interrupted Tetrax, who's just appeared from behind. "If you're done having your moment, I think you might want to share your plan."

Ben smirked, then answered. "As the matter of fact, I do."

NURSING HOUSE, NEW YORK CITY

Cut to some of the superheroes playing a game called Trivial Pursuit.

"What does one of the comic company; IDW, stand for?" Raphael looking at the cards.

"In dick world?!" Laughed Titano.

Raphael responds with a "middle finger" towards the space chimp, then Grandpa Max notices that Ben is leaving the nursing house again.

"Ben. Where are you going?" Said Grandpa Max.

"Figuring out what to do. We can't break into Lexcorp, but we will be able to investigate one of the troops' armor! I'll be back in a minute." Said Ben, putting his helmet back before dashing out of the home.

"He knows what he is doing." smirked Tetrax rolling the dice.

SOMEWHERE ON THE STREET, NEW YORK CITY

Omni Knight spotted one of the Lexpendables' army just finished smoking in the alley.

Now's my chance. Thought Ben. He quickly transformed into Upgrade.

"Has anyone ever told you that smoking is bad for you?" Upgrade start to make banter.

"What the…" The Lexpendables soldier was surprised to see Upgrade.

Upgrade quickly merge to the Lexpendables soldier. As Upgrade is under control of the Lexpendables' armor, he feels that there's some sort of connection to an unknown artificial intelligence not from this world.

BRAINIAC'S MIND

Somewhere in Brainiac's mind, Upgrade encounters Brainiac.

"Listen to me, Galvanic Mechamorph" Brainiac is annoyed to see Upgrade, a Galvanic Mechamorph species. "You cannot hide from me."

They both fight for control of the suit.

"My control over this human is absolute, you will fail to stop me." The android spoke to the blob-like alien.

"Let's agree to disagree." Upgrade boasted back, managing to wrestle control of the suit entirely from Brainiac and shut down his control.

SOMEWHERE ON THE STREET, NEW YORK CITY

After the whole program has been erased, Upgrade free the Lexpendables trooper. However when he changed back to Omni-Knight, a trooper looked at his own armor in confusion and took off his helmet.

"Where a- Why the hell am I wearing this strange looking armor, it's heavy." Said the Lexpendables trooper, Omni-Knight knows something is up, so he asked the question.

"Hey. Do you actually remember testing out the Lexpendables armor?!" Omni-Knight asked.

"Lexpendables?! I've always told everyone that's a stupid name."

Ben now realizes that all of the military army and police forces who wear the armor have no memory because like any superheroes, they are being used as the brain washed army by Lex Luthor.

He doesn't remember? Damn it. Thought Omni-Knight and he dashed off.

NURSING HOUSE, NEW YORK CITY

Later. Omni-Knight went back to the Nursing house and told Grandpa Max and all of the resistance members about the Lexpendables.

"All of the military and officers who wore the armor were brainwashed by Brainiac all along as well? We should have checked when we confronted them." Surprised Grandpa Max.

"I knew that Lex's "Protecting the world" project was a total bullcrap." Said Lois Lane.

"Now we know about what anyone felt like to wear the armor. But how are we going to expose Lex's plan or something like that?" Said Ted Grant, also known as Wildcat.

"We're going to need more information, maybe even a confession." Ben suggested to the other heroes about what to do next.

END OF CHAPTER 12.1

IN LOVING MEMORY OF DAVID WARNER

(1941-2022)

NOTE: I would like to apologizes for the long awaited updating chapters. As you can see, writing a story isn't as easy as you think. So I would like to thank HeroOfBlueTeamRB, 6f5e4d, Shadodemon123 and WOLWATCHER12 for their help to finish the chapter and I couldn't have done it without them.