BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. DESPITE MY BEST EFFORTS TO STEAL IT, MY NEIGHBORS' ROBOT DOES NOT BELONG TO ME… STUPID THING KEEPS SETTING MY HAIR ON FIRE EVERY TIME I TRY.

Before I begin, I have to say this: this episode of JLU was depressing as all hell when I watched it. There were so many times that I wished that the ending had been different. Now it will be. You're welcome.

Ben 10: Unlimited

Chapter 10

Ultimatum

Watchtower

A lot had changed for Ben in the month since his grandmother visited. For one thing, the founding members of the League had been giving him more authority on missions, often giving him command of a team. Another change was having Ship in his life; the little alien spent most of the time on the Watchtower, keeping systems at peak efficiency. He would sometimes stay at Ben's house, but he got bored quickly, since he couldn't go outside.

The final thing that had changed was the matter of his secret identity; most Leaguers now knew that the shapeshifting alien was, in fact, a human named Ben. They didn't know his last name, for security reasons, but they felt honored that Ben trusted them enough to show them what he really looked like.

Right now, though, the Watchtower was being emptied of many of its heroes; a distress call had been received from deep space, and most of the League was being deployed to assist. Ben was saying goodbye to Supergirl before she left.

"Don't worry," Supergirl said as she gave Ben a quick kiss, "I'll be back before you know it."

"Did I say that I was worried?" asked Ben playfully, "It's Ship who gets worried; he likes you."

"Ship ship." Agreed the Symbiote as he rubbed his head against Supergirl's leg.

"Aww, don't worry, Ship," said Supergirl; she thought that Ship was the cutest thing in the world. "I'll be back soon, I promise."

"Ship ship!"

"See you soon, Kara." Ben gave her one last kiss before he and Ship left the Javelin bay. They watched the small fleet of vessels take off into space. They stood there for a moment, Ship sitting on Ben's shoulder, before Wonder Woman raced past them.

"Come on, Ben!" she shouted, "We have a situation!"

Ben looked at Ship. "Of course we do." Then he took off after her, saying to Ship, "Come on, buddy, let's show 'em what you can do!"

"Ship ship!"

Atlantic Ocean

An oil rig was under attack, literally from under. Strange, humanoid lava-monsters were crawling up from the cracks in the seabed, and were attacking the rig and its crew.

Aquaman, King of Atlantis and part-time member of the Justice League, swam underneath, giving his report to the other heroes.

"The new Bermuda platform is under attack; if it collapses, we're gonna have the worst oil spill in history on our hands." He sighed. "I've told those idiots to stay out of my ocean."

Superman, flying overhead, decided not to comment about that last part. "ETA is three minutes, Aquaman."

"We're right behind you, Superman." Said Ben, sitting next to Wonder Woman inside of a transformed Ship. True to his name, Ship could transform into an alien flying weapon. He was boxy in shape, with flat wings that held a multitude of weapons. The expressions on the League when they'd first seen Ship transform had been priceless, but this was the first time any of them had seen Ship actually fly.

"See you there, Ben." Said Batman over the communicator, as he flew the Batwing to the platform.

On the platform, Aquaman was fighting the lava-monsters, kicking away any that didn't see him coming, and slicing any others with the wicked hook that replaced his left hand. One monster almost hit him, but a batarang struck it in the back. Aquaman turned to see Batman jump out of the Batwing and onto a monster. The two heroes fought until they were back-to-back.

"These 'geniuses' dug right into the Earth's magma." Said Aquaman, "It never occurred to them that there might be anything living down there."

Both heroes covered their eyes as Ship arrived and cut down a number of monsters with his weapons.

"SHIP!" he said in a deep voice. His hatch opened up as Wonder Woman and Ben, now transformed into Chromastone, flew out to join them alongside Superman.

The five went into a defensive circle as the monsters approached. Before they fought, however, a massive gust of wind threw the creatures into the air.

"Not to worry, fellow heroes!" the Leaguers turned to see who'd helped them. A young Asian man, the one who'd created the tornado, spoke up again. "The Ultimen are here!" he and the four other heroes with him struck poses.

"Not them again." Muttered Aquaman.

Ben knew about the Ultimen; they'd been all over the news, and were apparently government-sponsored, unlike the League, who relied on donations and private funding, courtesy of Bruce Wayne.

The young Asian man, Wind Dragon, was the leader, and could create massive gusts of wind. The African-American next to him was Juice, and could both generate and turn into electricity. The Native American behind them was Long Shadow, who could grow to massive sizes, although Ben had seen that Way Big was bigger. The last two members of the Ultimen were Downpour and Shifter. They were twins, both having paper-white skin, red eyes and pointed ears. Downpour could transform his body into water of any kind of volume, while Shifter could turn into any animal, real or imaginary.

They didn't seem that bad to Ben, although they did come off as a little annoying, what with their constant support of everything popular. Being a hero wasn't about doing what was popular; it was about doing what was right.

Superman punched aside several creatures, seemingly uninterested in the fight. That changed when one of the monsters vomited up magma, covering the Man of Steel. Soon, that vomit was joined by more, as other monsters did the same to him. Soon, he was trapped as the magma hardened.

"Now, is that nice?"

The monsters turned to see Wind Dragon and Juice behind them. Juice placed his hand against a wall and transformed into living electricity. He traveled down to the metal floor and electrocuted the monsters closest to Superman. Wind Dragon walked up to Juice after he turned back into his human form.

"You know, Juice, Superman was my hero when I was a lad; it's not his fault he's getting old." Wind Dragon didn't seem to care that his childhood hero was five feet away as he said that.

A vein throbbed on Superman's forehead. "Old!?" he flexed his arms and the magma shattered like glass.

"Old but spry, sir," apologized Wind Dragon, "old but spry."

Wonder Woman flew forward, slamming into a small group of monsters and knocking them off the platform. Behind her, Long Shadow was wrestling with two more.

"It's… argh… it's a real honor to be working with you, Wonder Woman." Long Shadow had something of a boyhood crush on the Amazon Princess.

The princess in question smiled, even as she punched another monster into oblivion. "Likewise, Long Shadow."

Downpour and Shifter leaned against a railing, seemingly amused by the fighting.

"Shall we lend them a hand, sister?" asked Downpour.

"Of course, brother." Replied Shifter. "Would you help Wonder Woman and our colleague, while I help Chromastone?"

"What is it with you and shapeshifters?" asked the male twin. Before his embarrassed sister could answer, he jumped off the railing and yelled "River!" his body became a snake-like tendril of water, knocking over a dozen monsters.

Shifter ran towards Chromastone, who was blasting several monsters with rainbow-colored energy. Unlike Long Shadow, Shifter didn't have a crush on Chromastone; after all, she had no idea what he looked like or what his personality really was. She just found it interesting to meet other people with shapeshifting powers. The fact that this one shouted the name of his transformations, just like her, was a bonus.

"Hi there!" Shifter said cheerfully as she moved back-to-back with Chromastone.

"Hey," said Chromastone casually, as he blasted another monster, "how's your day been?"

"Oh, you know," she replied, "saving lives, fighting monsters. You?"

"Same here." Chromastone looked around, seeing how they were outnumbered, and slapped the Ultimatrix dial.

Shifter covered her eyes from the green light, and looked down at the new form. It was only about two feet tall, pale-white, with green eyes and mouth.

"ECHO ECHO!" the creature yelled in a mechanical voice.

"What can you do with that?" asked Shifter; this new form didn't look that impressive.

"I. Can. Do. This!" said Echo Echo. He replicated himself, until there were twenty of him. All of the Echo Echo's took a deep breath, then released a sonic wave that shattered many of the monsters into pieces.

"Nice work!" complimented Shifter, who then saw a creature heading towards one Echo Echo. "Triceratops!" she yelled, as her body turned into the dinosaur. She barreled into the monster, smashing it.

"Thanks. For. The. Save." Said Echo Echo; seeing no other creatures in their area, the Echo Echo's merged into one, while Shifter turned back into her normal form.

"No problem; hey, do you think you could tell me how you do your shapeshifting? It looks really cool."

Echo Echo scratched his head. "Um. Maybe. We. Can. Talk. About. This. After. We. Win?"

"Oh right, sorry, of course." Shifter was embarrassed. Here she was, trying to have a chat in the middle of a mission. It was a rookie thing to do. Then she saw her brother transform into a tidal wave. "Look out!"

"Don't. Worry. Shifter." Said Echo Echo, "I've. Got. This!" he slapped the Ultimatrix dial again.

"BIG CHILL!" the blue mothman flew into the air.

"Eagle!" shouted Shifter, and they both flew up above Downpour.

As they watched dozens of creatures get washed away, Big Chill said, "Maybe you should talk to your brother about where he turns into a tidal wave."

"He was only trying to help." Defended Shifter.

"And I appreciate that," replied Big Chill, "really, I do. But if he's gonna do that, just make sure there isn't anyone around that he doesn't want to drown." Big Chill then tapped his chin in thought. "I wonder what happens when he goes swimming."

Shifter grinned, or tried to; she was an eagle, and they don't have lips. "I've seen it; it isn't pretty."

Batman and Aquaman climbed to the top of the platform, still pursued by the magma-monsters.

"Can you make telepathic contact?" asked Batman.

"Do they look like fish to you?" demanded Aquaman.

"Don't despair, old chums." The two turned to see Wind Dragon flying next to them, borne aloft by a tornado underneath his feet. Gathering his power, Wind Dragon unleashed a massive gust of wind.

To keep them from being blown away, Big Chill turned into Humongosaur and used himself as a shield between himself and Shifter, while Long Shadow increased in size, catching Wonder Woman in his hand. Then, to everyone's surprise, the monsters didn't get blown away; instead, they were frozen solid.

When the wind subsided, the other Ultimen then gathered around their leader.

"I didn't know you could do that." Said Long Shadow.

"Neither did I." replied Wind Dragon.

After the monsters were removed, a news crew arrived, and the Ultimen took center-stage. The League members didn't exactly mind, since none of them really liked the attention, but they were annoyed by Wind Dragon's pompous speech about preserving the planet. Not that they disagreed with the subject matter, it was just that Wind Dragon sounded like a commercial, albeit a passionate one.

"He's certainly… earnest." Said Aquaman.

"I think the word is 'corny'." Muttered Superman.

Wonder Woman walked over to the Ultimen. "Our paths keep crossing and our goals are very much the same; isn't it time that you accepted our offer?" she was referring to the times that the League had offered membership to the Ultimen, but they'd been refused each time.

"All right!" Long Shadow was the only one who seemed to want to join, but Wind Dragon held up a hand to stop him.

"We're truly flattered, Wonder Woman; but we're simply not ready."

"I don't know," said Humongosaur, "you seem pretty ready to me." He saw both Long Shadow and Shifter smile a bit at that, but they made no other move to join them.

Wind Dragon smiled up at him as well, but said, "I appreciate the compliment, but why don't we ask you when we feel we've earned it? After all, we must earn things for ourselves first."

Humongosaur shrugged, then turned into Diamondhead; he wasn't going to push it if they didn't want to join. Long Shadow tried to speak to Wonder Woman, but kept stuttering, until he was pulled away by Juice. As Wonder Woman and Diamondhead walked into Ship, the alien noticed Shifter waving at him. He waved back, then Ship took off.

Watchtower

I thought I was done getting trash-talked on national television, Ben thought bitterly, as he and the other Leaguers from the platform mission watched the Ultimen's sponsor and CEO, Maxwell Lord, insult the League, calling them "aloof" and "loose cannons".

"I can't listen to any more of this." Superman said as he turned off the TV, "That guy's dripping more oil than that platform ever did."

"Yeah, I got enough bad press in my own universe, thank you very much." said Ben as he rested his chin on his palm.

"Ship ship." Commiserated Ship, who was sitting on the chair next to Ben.

"He has the gall to take cheap shots at us." Grumbled Aquaman.

"I know Maxwell Lord," said Batman, "and all he cares about is money."

"Well, it takes money to do what we do," argued Wonder Woman, "after all, not all of us are independently wealthy."

Batman wasn't convinced. "Lord's a walking ego who will do anything for a buck and some free publicity. If he's involved in this, it isn't about helping people."

"Well, I don't know about Lord," said Ben, "but the Ultimen seem all right, if a little annoying." He glanced up to see Batman, Superman, Aquaman and even Ship giving him weird looks. "What? They kind of remind me of myself when people found out my secret identity; a little full of themselves, but their hearts are in the right place."

"They do seem to be a nice bunch of kids." Added Wonder Woman, trying to put a little optimism into the conversation.

Ultimen HQ

The Ultimen sat around, surrounded by money and sample of their merchandise. Juice was watching TV, Wind Dragon was talking on his cell phone to his girlfriend of the week, the twins were playing poker, and Long Shadow was leaning against a wall, brooding.

"So last night," said Downpour, "Inside Celebrity did a whole segment on Wind Dragon, and Mr. Swelled Head here doesn't even mention the rest of us!"

Shifter looked at her cards and smiled, showing four aces, and winning the enormous pile of cash that was the pot.

"When do I get to be team leader?" demanded Downpour.

"When your teeth sparkle like mine." Said Wind Dragon, as he hung up his phone.

"What I want to know," complained Shifter, "is why I can't get a conversation with that alien guy!"

"Oh, is having a conversation all you want to do?" teased Juice.

"Yes!" cried a blushing Shifter, "I never get to talk to other shapeshifters! I want to know how he does it!"

"We all know how he does it, sis," said Downpour, "he hits that button on his chest and bam! He's a different alien."

"But I want to know how that works!"

"Kids, kids!" the Ultimen turned to see Maxwell Lord enter the room, "Why would you want to be associated with those has-beens? Your faces are on the walls of every twelve-year-old in America!"

"Well, I don't know about the rest of you," said Downpour, "but I'm sick of being a teen idol; there's more to me than just a pretty face!" He glared at his now-snickering sister.

"Did I forget to give you the royalty check for the new water-spouting Downpour action figure?" Lord handed the hero a piece of paper. Downpour's eyes widened at all the zeros. "And that's just domestic."

Long Shadow finally stopped brooding and said, "What I want to know is…"

"Why can't we join the Justice League?" finished Wind Dragon, Downpour and Juice. Long Shadow had been asking that question for weeks now.

"Hey, it's all right," said Wind Dragon, "I used to think like that."

"Used to?" echoed Long Shadow, "What changed?"

"I don't know," said Wind Dragon, shrugging, "Guess I just started wanting stuff."

The Ultimen heard a ringing, which was coming from Lord's cell phone. He picked it up, glanced at the caller ID, and immediately marched out the door. The Ultimen looked at each other for a moment, then shrugged; Lord had calls like that on occasion.

In the next room, Lord was arguing on the phone. "Yes, but… just because Wind Dragon has a new power we… yes, I know, but… but…" he sighed, "I'll check it out, ma'am; I'll have them all checked out."

Supervillain SuperMax Prison

There was no rest in the life of a superhero, as Wonder Woman and Heatblast knew as they worked to stop a prison breakout. Giganta, a size-changing woman, was attempting to free her boyfriend, Gorilla Grodd. Heatblast sent a wave of fire into her face, distracting the giantess long enough for Wonder Woman to send her flying into an evacuated part of the prison.

"Come on, Giganta," said Wonder Woman, "how long are you going to be Grodd's errand-girl?"

"As long as he needs me." Replied Giganta.

"I took you apart before," warned Wonder Woman, "why go through it again?"

"She's a glutton for punishment?" offered Heatblast.

"Nope," said a suddenly smiling Giganta, "this time, I've got help."

Both heroes looked to the side as a red-and-blue blur slammed into them. "Bizarro here to save the day!" sang Bizarro.

Heatblast turned into Echo Echo, made several dozen copies of himself and unleashed a massive wave of sound. Bizarro shook it off, and approached the fallen Amazon, preparing to finish her off.

"Don't. Ignore. Me!" said Echo Echo, as the copies merged into one. "Time. To. Go. Ultimate!" He twisted the Ultimatrix dial and slapped it. The four spikes popped out, and Echo Echo changed; his body was about Ben's height now, was a dark blue and more robotic in appearance. Strange disks were attached to various points on his body, and he had no feet. Instead, he hovered a few inches over the ground.

"ULTIMATE ECHO ECHO!" he shouted. His voice was more robotic as well. He detached a disk from his shoulder and threw it at Bizarro. It hovered there for a moment, then released a sonic attack so powerful that it drove the twisted clone to his knees.

"I guess you heard me that time?" asked Ultimate Echo Echo smugly.

"That's a new one," commented Wonder Woman, who'd come to, "can you take Giganta? I've got this."

Ultimate Echo Echo nodded as his disk returned to his shoulder. He flew over to the size-changer in question and bombarded her with sonic waves. She yelled in pain and flailed around, eventually knocking him away; Ultimate Echo Echo corrected himself and sped back towards his opponent, who was headed for the area where Grodd was being kept. However, Giganta stopped when she spotted Long Shadow standing in front of her.

"Out of the way, tiny," sneered Giganta.

Instead of replying, Long Shadow focused his powers and grew in size; in a moment, he was towering over even Giganta.

"You were saying?" he said.

"Oh, poop." Said Giganta, just as Long Shadow punched her in the face.

Ultimate Echo Echo flew over to Long Shadow's head. "Nice work, dude," he complimented, "mind if I finish this up?"

Long Shadow smiled. "Be my guest."

Ultimate Echo Echo deployed all of his disks, which flew around Giganta's head and began replicating; soon, her head was surrounded by the disks.

"What is this?" demanded the dazed giantess.

"This is Sonic…" Ultimate Echo Echo seemed to take a deep breath, "… Doom!" with that last word, the disks unleashed a truly impressive sonic attack that, had Giganta not been so resilient, would have shattered a mountain. As it was, the size-changer was knocked out.

"That was pretty cool." Said Long Shadow.

"Thanks." Replied Ultimate Echo Echo as his disks returned to their normal number and reattached to him. He looked down at Wonder Woman's fight. "Come on, we should help out."

"Does Wonder Woman need it?" asked Long Shadow, even as he followed the alien.

"Probably not," admitted Ultimate Echo Echo, "but would you really pass up an opportunity to smack down a bad guy?"

"Point taken."

Bizarro reeled back as Wonder Woman punched him in the face. He shook his head to clear it as the Amazon Princess approached him.

"Can't you see that Giganta is just using you?" she asked.

Angered, Bizarro slammed her into the side of one of the buildings. She fell to the ground, trying to shake off her dazed state as Bizarro approached her.

"Me do anything for woman I love!" he declared as he raised his fists, "Even break her boyfriend out of jail!"

"And what's going to happen to you then?" Wonder Woman asked.

Bizarro lowered his fists, thinking about it. Sadly for him, he was distracted long enough for Wonder Woman to recover and deliver an uppercut that sent Bizarro flying. Ultimate Echo Echo blasted him with a twin sonic wave, and then Long Shadow smashed him into the ground, knocking him out. The size-changing hero walked over to the others.

"Good job." Complimented Wonder Woman as she placed a hand on both of their shoulders. Long Shadow smiled; Ultimate Echo Echo would have, but his mouth didn't move, so he settled for nodding.

Later, after helping the prison guards restore order, and after Ultimate Echo Echo became Chromastone, the three heroes stood on a hill overlooking the prison. Long Shadow was explaining his origins to them.

"Believe it or not, when I was born I was small and sickly. Luckily, my parents were scientists; they were experimenting with growth hormones. I guess the experiments were a success." He gave a small laugh.

"I'm just glad they didn't try it out on a monkey first," commented Chromastone, "or we'd have King Kong running around."

The other two heroes smiled at the joke, then Wonder Woman turned to Long Shadow. "Where are your parents now?"

Long Shadow looked down, his expression turning sad. "Mom… passed away. Dad's retired." Changing the subject, he asked, "Do you two really believe that I could make it in the League?"

"Dude, you kicked the butts of two heavy-hitting supervillains," said Chromastone, "I think you're more than ready."

"So do I." said Wonder Woman.

Long Shadow looked down, uncertain. "But I guess… I guess I owe it to the Ultimen to…" Before he could finish his sentence, his cell phone rang, and he picked it up. "Yeah?" he listened to whoever was on the other line for a moment. "Okay, right away." He turned to the others. "I've got to go."

Both Leaguers nodded. Long Shadow went back towards the Ultimen HQ, while Wonder Woman and Chromastone were teleported back to the Watchtower.

Unknown Location

After Long Shadow arrived at the HQ, he and the other Ultimen were taken to a building nearby and immediately placed in a medical ward. They weren't told what the place was, or why they were really there, only that it was important for them to be there. The five had been lying in medical beds for several hours, and were getting very bored.

"How long are they gonna keep us here?" asked Shifter.

"What's the hurry, sis?" asked Downpour, "Gotta get home to wax your mustache?" Juice laughed, while Shifter fumed.

"Well I, for one, have a date." Said Wind Dragon. That didn't surprise the other Ultimen; Wind Dragon hadn't been single for longer than three days. Young women practically worshipped him.

Unbeknownst to them, the Ultimen were being observed by Maxwell Lord and Professor Hamilton.

"It's worse than we thought," said Hamilton as he led Lord to a computer; it showed scans of the Ultimens' bodies, though Lord had no idea what it all meant, "the Ultimen's genetic code is breaking down. Wind Dragon in particular is showing rapid signs of degradation, but their all in the early stages of failure."

"How long?" asked Lord sadly.

"A few months, or a few days," answered a somber Hamilton, "and the process will be painful. We should do everything we can to help them."

"That's not our priority." The two men turned to see a woman walk through the door; she was a stout, African-American with a grim demeanor. She didn't look like much, but she was one of the most dangerous people on the planet.

"But Mrs. Waller," argued Lord, "I really think that we…"

"Since when did your opinion count, Lord?" Waller interrupted; then she turned to Hamilton. "How fast can you get the second team up and running?"

Back with the Ultimen, Long Shadow started to focus; one ability that he'd never told anyone about was that he had superhuman senses. It wasn't on the same level as Superman, but he could hear through solid objects without difficulty. He started to hear voices, and the voices were saying things that he didn't like.

A door opened, and Maxwell Lord stepped into the room. "Great news, troops," he said bombastically, "Dragon's new power is nothing to be concerned about, but just to be safe, Professor Hamilton wants to keep you overnight for observation."

The Ultimen groaned and began to protest, but Long Shadow held up a hand to quiet them. "No problem, Max; we'll be happy to stay."

The other Ultimen were surprised, but after a look from their teammate, they didn't argue.

A few hours later, the Ultimen were in an assigned room, watching a movie; they weren't really paying attention to the film rather, they were waiting for Long Shadow to give the signal. Finally, he nodded at Juice, who sent a small amount of electricity across the floor, up the wall and finally, into a security camera, which exploded. Now free from observation, Shifter turned into a gorilla and broke down the door.

As the Ultimen raced down the hallway, two guards tried to stop them, but were blown away by Wind Dragon, and the Ultimen continued on their way.

"What exactly are we looking for?" asked Shifter as they ran.

"We'll know it when we find it." Replied Long Shadow.

Eventually, after searching several rooms, they entered what looked like a lab, filled with cages. Shifter approached one, and almost had her head bitten off by a giant mutant dog.

"Ah!" shouted Shifter, "What is that?"

"Over there." Wind Dragon pointed to the back of the room.

Floating in five liquid-filled tubes, were the Ultimen. Obviously, they were clones. The Ultimen outside the tubes were beyond shocked; they were devastated to discover that they'd been violated like that. Shifter wept into her brother's chest, while Downpour held her tight.

A few hours later, Hamilton and Lord were examining the clones for sign of tampering, while guards ran around, searching for the Ultimen.

"The clones are unharmed." Announced Hamilton, as Mrs. Waller entered the room.

"Security can't find a trace of our Ultimen," she said as she walked up to Lord, "But I want you to find them, Mr. Lord, and bring them back."

Lord shook his head. "They're not going to trust me, or anyone else, not after…"

"Bring them back," snapped Waller, "or I'm calling in the squad to put them down." She turned her attention to Hamilton. "I want this laboratory dismantled and relocated; no loose ends." She then stormed out of the room.

Maxwell Lord walked to his car, thoroughly disgusted with himself; he hated what his greed had gotten him into. Now, he was going to have to bring in people that he was genuinely fond of to be executed. He didn't notice the breeze flowing past him until it turned into a powerful gust of wind, knocking his papers out of his hand and then casting him into the sky. The wind brought him to the top of a building, where he was surrounded by the Ultimen. None of them looked happy.

"You lied to us, Max." said Wind Dragon.

"I was only trying to protect you from people who don't have your best interests at heart, and I won't rest until I…" it was a lie; Lord had spent so many years lying that he did it out of reflex now.

"Spare us the performance!" shouted Wind Dragon. He nodded at the twins.

"Water!" shouted Downpour.

"Lion!" yelled Shifter.

Downpour wrapped Lord in a bubble of water; while Lord was trying to hold his breath, Shifter circled him like he was prey.

"What's it going to be, Max?" she asked, "Drowning on a rooftop, or eaten by a lion?"

Lord made a surrendering gesture, and Downpour released him. After taking in a lungful of air, he started to talk.

"You're… artificial life-forms; grown in a test tube. You were designed to be the ultimate superheroes."

"That's a lie!" shouted Long Shadow, "I remember my parents, how much they loved me! I was with my mother when she died, I…"

"Implanted memories." Interrupted Wind Dragon softly. Lord nodded in confirmation.

"But I spent Thanksgiving with my father last week." Said Long Shadow.

"Actors?" asked Wind Dragon. Lord nodded again. "How long have we…?"

Lord sighed. "You're… just a little over a year old." The Ultimen recoiled in shock as he continued. "One of the purposes of the Cadmus Project was to create a popular group of superheroes who were completely loyal to the government; unlike those loose cannons in the Justice League."

"And the clones?" demanded Downpour.

"Replacements for when you… wear out." Admitted Lord. "Once they're complete, the clones will think they're you; they'll be you, and no one will be the wiser."

"How could you do this to us!?" asked an outraged Juice.

Lord laughed bitterly. "Me? This is so big, even my superiors are small fish." He paled when the Ultimen moved closer. "But I was just…"

"Following orders?" finished Wind Dragon.

Juice surrounded Lord in a cage of electricity and was about to kill him, when Long Shadow stopped him.

"No," he said, "he's nothing; we want the big fish."

Wind Dragon spread his arms, and a massive tornado lifted them away, leaving Lord to struggle with his guilt.

The Ultimen arrived at the lab with the clones, smashing their way through walls and anything else that got in their way. However, the lab was empty, and the clones were gone; not even dust remained.

"They're gone!" cursed Wind Dragon.

"And we're dead." Added Downpour.

"They're here somewhere; they've got to be. Take this place apart!" No one seemed to question Dragon's faulty logic; instead, they resumed smashing through walls. That is, save for Long Shadow.

"Wait!" he shouted, "There are other offices in this building; innocent people could get hurt!"

But no one heard him; they were already gone.

On the upper stories of the building, employees were hard at work when four angry metahumans stormed through, smashing anything in their way. The citizens had nowhere to go, until a giant fist smashed through the wall and opened into a rescuing hand.

"I'm here to help." Announced a now-giant Long Shadow.

The people quickly got into his hand; not everyone could fit, so Long Shadow put some of them on his shoulder or in his long hair. As he began climbing down the building, they clung to him for dear life, but some of them began to slip off.

"Need a hand?" Long Shadow turned his head towards the speaker, who turned out to be Wonder Woman, followed by Superman and Ship, who had Fourarms, Batman and Aquaman inside of him. After helping anyone in immediate danger, the heroes told Ship to help anyone else who needed it, while the Leaguers and Long Shadow rushed into the building.

Inside, the Ultimen were close to despair; they hadn't found the clones, and they were running out of time. Shifter sat down against a wall.

"What's the point of this?" she asked the others, "We'll never find Cadmus or a cure; it's hopeless."

"Then what?" demanded Wind Dragon. "We just die and let them replace us? No one knows that we were here, that we mattered!?" at this point, Dragon was practically screaming. Tears fell down Shifter's face.

"I say we bring the whole place down," said Downpour, "right on top of us." Juice nodded in agreement.

"Don't give up hope yet, Downpour." The Ultimen turned to see Long Shadow and the League. "We've got friends in high places."

Shifter shook her head derisively. "You idiot; do you really think that they can help us?"

Wonder Woman stepped forward. "Whatever's going on, we'll do everything in our power to…"

"Yes, power; that's what it always comes down to, doesn't it?" Interrupted Wind Dragon, as he walked up to her. "That's the only way we'll be remembered." Wonder Woman braced herself as Wind Dragon released his power; he turned to the other Ultimen. "If we're the ones who take down the Justice League, the world will never forget us!"

The other Ultimen smiled and took fighting stances.

"Listen to yourself, you're not making sense!" said Batman, "You're getting worse by the minute!"

Wind Dragon smiled. "Translation: they're afraid to face us."

"No! Stop this!" Long Shadow interposed himself between his team and the League.

Wind Dragon shook his head. "As a man said, you're either with us or against us."

Long Shadow looked back at the League for a moment, but before he could act, Juice struck him with a bolt of lightning. With a shout of pain, the size-changer slumped to the ground, out cold.

Downpour turned into a wave of water and tackled Aquaman, while Juice went after Batman. Wind Dragon collided with Superman, sending them both crashing through several offices. Shifter, now a rhino, slammed into Fourarms, knocking him into an empty room.

Juice had pursued Batman into the boiler room, but couldn't find the Dark Knight in the dimly-lit area. Every time he thought he had a shot, Batman would dodge the attack. He chased after Batman's shadow, until he was near some pipes.

"Where did he go?" Juice wondered aloud.

He got his answer as Batman jumped from above, knocking Juice to the ground, then throwing him against the pipes with enough force to break them. The water covered his body, then shorted him out. He was instantly, and painfully, knocked out. Batman narrowed his eyes at the unconscious metahuman.

"Lights out, old chum."

Groggily, Fourarms stood up, rubbing his sore head. Shifter approached him, transforming back into her humanoid form. "Now we'll see who's the better shapeshifter."

"I don't want to do this, Shifter." Said Fourarms, "I don't want to hurt you."

Shifter laughed. "What makes you think you can? I can't believe that I actually looked up to you, you pathetic freak!"

All four of Fourarms eyes narrowed. "Okay, you know what? You're sick, so I'm only going to leave you with a minor concussion." He slapped the Ultimatrix dial. Shifter covered her eyes from the green light. In Fourarms' place was a large, orange crab with a very large head; he had six small legs and two thin pincers for hands.

"BRAINSTORM!" yelled the alien in a British accent, who looked down at the Ultimatrix dial on his abdomen. "Confounded Ultimatrix! I desired to be transformed into Rath! Oh, very well, I suppose that I shall have to make do."

Shifter laughed again as she turned into a tiger. "What, you think you can beat me because your head is bigger?"

Brainstorm shook his oversized cranium. "No, my dear Shifter, I believe that I will defeat you because my brain is bigger!"

With that, the plates on the top of his head opened, exposing his brain. Bolts of electricity sprang forth and hit his adversary. Shifter screamed and fell to the floor, seemingly attempting to turn into several different forms at once before turning back into her humanoid form. She struggled to her feet.

"Intriguing," said Brainstorm, "it would appear that with enough electrical impulses sent into your nervous system, it overloads your ability to alter forms." Brainstorm looked smug. "This altercation is over, my dear."

"I won't quit." Shifter panted heavily. "I WON'T BE FORGOTTEN!" She turned into a T-Rex and charged at Brainstorm, who sighed and hit her with a massive bolt of electricity. She fell to the ground, unconscious.

"Let the record show that I attempted a peaceful resolution to this confrontation." He said to no one in particular. He transformed into Humongosaur, picked up Shifter, and went to find the others.

He found Aquaman in the next room, getting knocked over by a blast of water from Downpour.

"You want a hand?" Humongosaur asked as he gently placed Shifter on the ground.

Aquaman shook his head. "Just getting a feel for the kid's power; nothing I can't handle."

Downpour saw the fallen form of his sister, then glared daggers at Humongosaur. "No one does that to my sister! Do you hear me? Nobody!" he sent forth a huge stream of high-pressure water at the alien, but Aquaman jumped in front of the shot. Downpour smirked, thinking he'd gotten at least one of them, but saw that Aquaman was unharmed.

"King of the Seas, remember?" said Aquaman with a raised brow.

Yelling, Downpour tried to punch Aquaman; it didn't even make him flinch. The King of Atlantis knocked Downpour out with a single blow, then slung him over his shoulder.

"Come on," he said to Humongosaur, "let's find the others."

The two met up with Batman, who was dragging Juice, and Wonder Woman, who'd stayed behind to look after Long Shadow, who was now up and about. They found Wind Dragon fighting Superman, the latter of whom was simply standing there. Wind Dragon's power wasn't even fazing him.

"You don't have to do this!" said Superman, trying to reason with the youth.

"It's all I know!" shouted Wind Dragon desperately, "It's what I was created for!"

"You're confused, Dragon; the genetic degeneration…"

"No more words!" screamed Wind Dragon, "No more!" he finally summoned up enough power to knock Superman onto his back, but before he could do any more, Long Shadow jumped in front of him.

"Look at what you're doing! Look!"

Wind Dragon looked around, seeing all of the devastation he'd caused.

"Is this what you want to be remembered for?" asked Long Shadow, "He was your hero."

Tears leaked from Dragon's eyes as he fell to his knees. "He was my hero," he sobbed, "and a hero is all I ever wanted to be."

The defeated Ultimen were being watched by the League until the authorities could come pick them up; until then, the Leaguers were trying to see if there was some way to help them.

"Maybe Dr. Fate or the Atom could find a cure." Offered Superman.

Then Humongosaur had an idea; he wasn't completely sure that it would work, but…

"Guys, I'm gonna try something." The others watched as he stomped over to the Ultimen. "Hey, Long Shadow, could you come here for a sec?"

Long Shadow didn't know what the alien had planned, but he did as he was asked, while the other Ultimen looked at him warily.

"Ultimatrix," Humongosaur said, "scan closest sentient life-forms."

"Scanning." Said a mechanical version of Ben's voice. A green light from the Ultimatrix dial swept over the Ultimen. "Life-forms suffering from genetic degradation; do you wish to restore?"

The eyes of everyone present widened; was the Ultimatrix capable of curing them?

"Ultimatrix, begin restoration." Another green light passed over them. When it faded, the voice came again. "Life-forms restored; genetic degradation removed."

Humongosaur swayed, until Superman and Wonder Woman moved to support him.

"Are you okay?" asked Wonder Woman.

"Yeah, I'm fine; doing that takes a lot out of me, but I'll be all right in a minute." He turned to the Ultimen, who were starting to stand up. "How about you guys? Not feeling like homicidal maniacs anymore?"

Wind Dragon nodded. "I feel like a fog is lifting from my mind. I think… I think you did it."

The Ultimen had tears in their eyes; they weren't going to die! Shifter walked up to him and gave him a hug; or, she tried to, since she was hugging a twenty-foot dinosaur.

"Thank you so much." she said, "I might be going to prison, but at least I'll live to see the trial."

"Uh, you're welcome?" this might have been the first time that Humongosaur had met someone that was actually looking forward to jail time.

Later, as four of the Ultimen were being led away by the police, Superman and Wonder Woman were being told everything that Long Shadow knew.

"Project Cadmus?" asked Superman. "That's all you know?"

"Everything else is an implanted memory." Said Long Shadow sadly.

"At least now, you have plenty of time to get some real ones." Said Wonder Woman. Long Shadow smiled at her, hope in his eyes.

"Uh, guys?" said Humongosaur, pointing, "We've got company."

Several army trucks rolled up, with dozens of soldiers carrying large guns hopping out. Everyone, the League, the press, the police and the Ultimen looked at them in confusion.

"We'll take it from here." Said Mrs. Waller as she got out of a truck, followed closely by Maxwell Lord, "The Ultimen belong to us."

"Belong?" repeated Wonder Woman furiously.

"A poor choice of words," said Lord, "we'll see to it that their last days are comfortable." He turned to the Ultimen. "We will take care of you; you have my word, for whatever it's worth."

The four Ultimen looked at each other; they were going to live, but they had nowhere else to go, and if they started a fight, innocent people might get hurt.

"All right, Max." said Wind Dragon. The soldiers guided them into a truck, while Waller smirked.

Several more soldiers moved to take Long Shadow, but Wonder Woman moved between them.

"No." was all she said.

"You need to step back." said Waller as she walked forward; Batman moved in front of her.

"Not going to happen." He said darkly, "Long Shadow's with us."

Waller didn't even blink. "Safeties off."

A dozen soldiers leveled their weapons at Wonder Woman and Long Shadow. In response, Superman, Aquaman and Humongosaur stepped forward, blocking the shots; Humongosaur snarled, while Batman leaned in close to Waller's face.

"Mine are bigger than yours." The barest smile was on Batman's face. The two locked eyes for a moment.

"… Stand down." Ordered Waller. The soldiers obeyed, as Waller took a step back, an evil smile on her face. "He's free to go with you, for however long he's got."

That should be about eighty years, lady, thought a smug Humongosaur.

"Who are you people?" demanded Batman.

"That's a national security matter, and if I were you, I wouldn't probe the situation too closely…" she leaned in close and whispered, "rich boy."

Batman's eyes went wide; she knew. Waller got back into her car, and they drove off.

"This isn't over, is it?" asked Humongosaur.

"I have a feeling that it's only beginning." Answered Superman.

Watchtower

Superman, Batman, Wonder Woman, Aquaman and Humongosaur, who had Ship sitting on his shoulder, were teleported onto the Watchtower, followed by Long Shadow. The young man looked around at the impressive installation. The five heroes turned to their newest member.

"Welcome to the Justice League." Said Wonder Woman.

Humongosaur smiled at Long Shadow; he was like a kid at Christmas. He watched Wonder Woman and Superman take the new guy on a tour, while Batman went over to the monitors.

"The deep-space mission is over; they'll be here in a few minutes."

Humongosaur nodded and slapped the Ultimatrix dial, turning back into Ben. "Okay, Bats; see you tomorrow." He headed to the Javelin bay, while Ship left to go to sleep in Ben's quarters.

Ben arrived just in time to see Supergirl walk down the ramp of a Javelin. Her face brightened up when she saw him, and she rushed forward to wrap him in a hug.

"Kara!" he wheezed, "Air!"

"Sorry!"

San Francisco

Ben had returned home after telling Kara what had happened with the Ultimen. She had been shocked, and told her boyfriend to go home and get some rest. However, Ben found sleep elusive; he kept thinking about the Ultimen. They didn't deserve whatever Cadmus was going to do to them, but he had no way to help them.

Then Ben got an idea. He rushed to his bedroom, where he kept a violet crystal hidden in a drawer. He picked it up and whispered into it.

"Hey, Grandma? I need a favor…"

After an hour explaining what had happened, he put the crystal away and tried to get to sleep, but his phone rang and he answered it.

"Hello?"

"Hey Ben, how are you?"

"Kara?" why was she calling at this time of night? "I'm fine; what's up?"

"Can't a girl call her boyfriend just to say hi?" said Kara jokingly, "But seriously, you seemed kind of down after what happened with the Ultimen."

Ben sighed. "I don't like fighting other heroes, Kara. And despite being created in a lab, the Ultimen were heroes. They didn't deserve to be hauled off like that, having who-knows-what done to them. I just feel like I should have done more."

"Ben, it's okay," said Kara soothingly, "you did everything you could, and that's all anyone asks of us. Besides, you cured them, right? That means that they have a fighting chance."

Ben smiled, even though his girlfriend couldn't see it. "Yeah, I guess. Thanks, Kara; I needed that." Then he yawned.

Kara giggled. "Needed something to help you get to sleep, huh? Well, good-night, Ben."

"Good-night, Kara; see you tomorrow." As Ben hung up, he finally drifted off to sleep.

Unknown Location

The Ultimen had been sitting together in a Cadmus cell for hours, convinced that while they weren't going to die of genetic degradation, they were going to die in other painful ways.

"What do you think they'll do to us?" asked a worried Shifter.

"I don't know," said Downpour, "but I'm betting that we won't like it."

"I agree." Said Wind Dragon. Juice only nodded in agreement.

"Well, I'm glad that you all agree that staying here is a bad idea." The Ultimen turned to see a purple being with violet hair floating in front of the cell. "If you don't want to be sliced open like frogs in a high school class, maybe you should come with me."

"Who are you?" asked Wind Dragon.

"My name is Verdona, dear, and I'll be getting you somewhere safe now." Verdona snapped her fingers, and suddenly the five of them were standing outside of a city. "There we go. No one will find you in another universe."

The Ultimen stared; going to another universe was about as far away as you could get.

"Why are you helping us?" asked Downpour.

"Well that's simple, dear," replied Verdona, "my grandson asked me to help you, and I love my grandson very much."

"Who's your grandson?" wondered Shifter.

Verdona's eyes narrowed slightly, and Shifter moved behind Juice. "My grandson is the shapeshifting hero whom you tried to kill tonight." Her eyes narrowed further. "Be thankful that my grandson is so forgiving; otherwise, I'd turn you into a newt, and you wouldn't be able to turn back."

Shifter gulped.

The Ultimen turned when they heard the sound of a car pulling up behind them; it was a green sports car with black highlights. A brown-haired, unassuming teenager with a green hoodie stepped out from the passenger side, and a tall, blonde man got out of the driver's side. Verdona waved at them, and they waved back.

"I leave the rest up to you, dears." With a flash of violet light, Verdona vanished.

The men walked up to the metahumans. The brunette held out his hand to Wind Dragon.

"Hi," the kid said as he shook Wind Dragon's hand, "I'm Jimmy Jones, and this is Cooper. Welcome to Bellwood."

Dun dun duuuuuunnn! The Ultimen live! And they're in Bellwood! And don't worry, this isn't the last time that we see the Ultimen; they will be seen again. I wanted to give Verdona a little more stuff to do, just like Ship; both will be making more appearances.

Not a lot of romance in this chapter, but hey, Kara wasn't in the episode to begin with, and I wanted a reason for why there were only a few heroes available: it's because they were in space! Ha ha!

Next time, Ben and the League go up against their greatest enemy yet (not counting Amazo)! And more plot for you!

To infinity… and muffins!