BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. GRANDMA'S RECIPE FOR PEANUT-BUTTER FUDGE DOESN'T BELONG TO ME, EITHER, NO MATTER HOW MUCH I BEG.

As I write this, I am bouncing up and down. This episode is 32 flavors of awesome, I love it! There's action, political intrigue, and Batman being awesome!

Enjoy!

Ben 10: Unlimited

Chapter 19

Panic in the Sky

Cadmus Headquarters

"Hold still, Galatea," said Professor Hamilton, as he attached small device to his patient's head, "you're invulnerable. This can't possibly be hurting you."

"Boredom is my Kryptonite." The Kryptonian clone smiled wryly. "Actually, Kryptonite is my Kryptonite, but you know what I mean. Although the way I'm feeling lately, I don't even think that stuff can hurt me anymore."

"Think again," Hamilton warned, "I've artificially aged your body to its physical prime, but you're underlying DNA matrix is still a clone of Supergirl's."

Galatea narrowed her eyes; she hated getting compared to her "sister".

"I'm better than she ever was." When Hamilton moved his hand away from her face, she began to touch the silver strip on her forehead.

"Be careful with that," Hamilton warned, "it gives you remote-control over the Ultimen. These new Ultimen are blank slates; they can't do anything, not even think. They have no initiative and they feel no pain." Hamilton reached forward and pressed a red button on the strip, which lit up. "When this light is on, the Ultimen will be in puppet-mode. They are little more than an extension of your will."

Galatea smirked. "Wicked." She would have said more, but a new voice stopped her.

"It's time we got this show on the road." Amanda Waller stood in the doorway to Hamilton's lab. "Report to the staging area."

Galatea moved to follow her as she left, but hesitated at the doorway.

"What is it?" Hamilton asked.

"It's nothing." Galatea walked back to Hamilton and gently embraced him. "Good-bye, Daddy."

While not her biological father, Hamilton had, for all intents and purposes, raised her as his own. He was the only person in Cadmus that treated her like a person, not a weapon. And she knew that if she failed in her mission, the Justice League would come after him. She might come after him. Now, Galatea had one more reason to kill her.

…

The Watchtower

Throughout the massive station, repair-teams and Leaguers alike worked as fast as they could to get the systems up and running again. On the observation deck, J'onn worked with Steel. After a few minutes, several of the monitors began to light up and show images.

"Satellite connections are back online, at least." Commented Steel.

"How long before you can restore full power?" asked the Martian.

"Atom took Ship down to the reactor," Steel replied, "he said that they might be able to shave twenty minutes off the system reboot."

Before he could say more, a news report came in on one of the screens, with a reporter talking to various people, who were saying that they were afraid that the Justice League had attacked them. Superman looked away.

"Turn it off."

"Our sensors and long-range communications are still out," said the Martian, "this is the only information available."

Superman took a breath, then reached for his communicator. "Diana, John, Shayera, Wally, meet me in the main conference room, right now." As he turned to leave, he called out over his shoulder. "You too, J'onn."

…

Once present founding members were gathered together, Superman looked down at the table.

"What have we done?"

"We haven't done anything," said J'onn, "because Ben prevented any damage."

"Yeah," said Flash, "and even if he didn't, someone hacked our systems, right?"

J'onn nodded. "Whoever did that is responsible for the attempted attack on Cadmus, not us."

Superman shook his head. "Tell that to the world; you saw the news, they're terrified of us. So is the government."

"We can't let that stop us from doing our job." Green Lantern argued, "We aren't here to be liked, we're here to make the world a safer place."

"And how are we doing so far today?" Superman asked softly.

Lantern threw his hands in the air. "Come on, man!"

"I don't see the two goals as mutually exclusive." Wonder Woman looked at the others. "We should make a gesture of cooperation."

Superman looked thoughtful. "That's not a bad idea."

"We could dismantle the Binary Fusion weapon," suggested Wonder Woman, "at least until our innocence has been proven."

"I've seen it on a hundred worlds." Green Lantern looked annoyed. "Space-based weapons always destabilize planetary politics."

"Okay," said Flash, "getting rid of that thing is a start, but we're gonna have to do more."

Shayera nodded. "We have to regain their trust."

Superman straightened his shoulders and stood up. "Then there's only one thing to do."

…

Ben was standing on the observation deck, holding open a panel while Steel worked on the circuitry inside. Beside Ben stood Supergirl, who was replacing some burnt-out wires with new ones while Captain Marvel worked to move some debris that had fallen during the Fusion Cannon's attack. They turned at the sound of footsteps behind them and saw Superman and the other founding members.

"May I have your attention, please?" Everyone present turned to look at Superman. "I have an announcement to make. Until it's been proven that the Justice League did not fire the Fusion Cannon, the founding members are turning ourselves in to US custody."

Immediately, everyone began to protest, until Superman held up his hand for quiet.

"Cooperate fully with any investigation that the US may want to lead; give them whatever they ask for."

Supergirl stepped forward. "But Cl… Superman!"

Superman looked at his cousin and gave her a quick, reassuring smile, before turning back to everyone else.

"Until further notice, Ben is in operational command; good luck." With that, the six Leaguers walked out. Once they were gone, Ben found himself under the eye of everyone present.

I'm in charge? Ben thought, How the heck am I supposed to do this? I knew that this could happen, but I never thought that it would happen.

Ben took a deep breath. "Okay, people, I want anyone with technical expertise either working here or in the reactor room; we need main power online an hour ago." Several members, as well as the Watchtower workers moved around. Ben smiled and turned to several Leaguers.

"Atom-Smasher, I want you and Long Shadow to start opening some of those bulkheads; I know that some were locked shut, but we need to get everything connected again. Once you're done, see if you can get some of the larger pieces of debris into the Javelin bay; it's a good place to put that stuff for now."

The two size-changers nodded and moved out. Ben still had to get used Long Shadow's new look; he had changed his costume to a simple pair of jeans and a white t-shirt, made of a material that stretched as he grew.

As Ben continued giving directions, Supergirl couldn't help but feel proud of her boyfriend; he'd barely hesitated before throwing himself at his new responsibilities, determined to get the Watchtower up and running. She was brought out of her musings when she heard Ben's voice.

"Supergirl, I need you and Captain Marvel to hold up this hardware while Steel and I fix this stuff."

Supergirl nodded, then ran back to work.

…

Somewhere Over North America

"You want me to what!?" came Batman's voice over the Javelin's communicator.

"Turn yourself in to US custody, Bruce, along with the rest of us." Wonder Woman knew that Batman wouldn't be happy. Then again, he was rarely happy at the best of times.

"Meet us at these coordinates first," said Superman, as he typed up the directions to Batman, "we should all go over together."

"This is the single dumbest plan I've ever heard." Batman's anger was an almost physical force at this point. "If you're feeling guilty, clear your own name; don't stand on the sidelines waiting for somebody else to do it."

"We've already voted," said Wonder Woman, "and we have six votes in favor. You have to come with us, Bruce."

"I don't have to do anything," Batman snarled, "I'm a part-timer, remember?"

With that, he severed the connection.

"Actually," Wonder Woman said with a small smile, "he took it a lot better than I'd expected."

…

A few minutes later, the Javelin touched down at a maximum-security Federal prison. Waiting for them was the warden, along with nearly a hundred veteran soldiers. The warden's eyes narrowed as six superheroes walked down the Javelin's ramp and up towards them.

"As promised," said Superman, "we're surrendering ourselves to your authority."

The warden wasn't particularly happy with this; he was actually a supporter of the Justice League. These heroes had put more bad people away than anyone he'd ever known, and to see them locked up like the criminals they'd caught galled him.

"Where's Batman?" asked one soldier, pulling the warden out of his thoughts.

"Running late," said Flash, "the Batmobile? It lost a wheel; the Joker got away."

Everyone stared at him.

"At least, that's what I heard." Flash said, shrugging.

Several soldiers stepped forward with handcuffs rated for metahuman-level strength. The heroes raised their arms to be bound, but the warden raised his hand.

"Those won't be necessary."

"But it's standard procedure." One soldier protested.

"This isn't a standard situation, son." He gestured for the heroes to go inside the prison; as they did, he turned back to the soldier.

"I don't think it would have held them, anyway."

…

Watchtower

"This bites," Supergirl complained, as she held the outer casing of a computer up for Ben, now as Grey Matter, "they don't have to go to prison; they're the good guys!"

"I don't like it either, Kara," Grey Matter said as he worked, "but people are already scared of us right now; this'll help ease some of the pressure off us."

"Nobody really believes we did this."

Grey Matter sighed. "Sorry, gotta disagree with you there; plenty of people are thinking we're about to invade. But as soon as the Watchtower is fixed, we've got sixty superheroes ready to find out who's really behind this."

Supergirl was frustrated; she knew that he was right, but she still wasn't happy.

"I'm worried about them, Ben; I'm worried about my cousin."

"Don't be." Grey Matter jumped to the ground, then slapped Ultimatrix dial, turning back to normal. "This will work out; we'll find out who did this, we'll stop them, and we'll go back to saving the world, just like before."

Supergirl smiled. "How are you always so confident?"

Ben placed his hand on top of hers. "Having a great girlfriend who makes sure I don't screw up certainly helps."

The moment was ruined, however, when STRIPE stepped forward.

"You guys see that?" he asked in a synthesized voice, while pointing out the window.

Supergirl and Ben followed STRIPE's finger, and saw mass of rocket engines propelling many somethings toward them.

"Something comin' up from planetside," STRIPE continued, "Javelins, maybe?"

Supergirl narrowed her eyes, trying to see what they were. "Not Javelins; they almost look like…" then it hit her. "Missiles!"

STRIPE checked the sensors in his armor. "I'm counting two-dozen Damocles-class missiles! That's LexCorp tech!"

Ben rushed to the intercom. "Battle stations! Prepare for impact!"

Across the Watchtower, Leaguers and technicians belted themselves in where they could, or otherwise found a place to brace themselves. As the missiles got closer, the warheads folded back, revealing a large drill. When the missiles hit the station, they didn't explode; rather, they tunneled a path. With their defenses down, the Watchtower was soon riddled with intruding missiles.

Several missiles hit the observation deck. The Leaguers prepared for the worst, getting into position and readying weapons or powers. Ben activated the Ultimatrix, selected an alien and slammed down the dial.

"EYE GUY!" this alien was tall and muscular, with yellow skin and pointed fingers and toes. Two large ears stuck out from his head, which had no other features save for a fanged mouth. His eyes were scattered all over his body. The Ultimatrix symbol was part of a belt that supported a pair of black pants.

Supergirl flew up to one of the missiles, only for it to explosively detach and nearly collide with her. She dodged it, only to be smacked into the ground by a giant fist. All of Eye Guy's eyes widened when he saw wave after wave of Ultimen copies emerge from each missile, attacking anyone in their way. A Shifter ran towards him, turning into a tiger, but Eye Guy sent her flying with an energy-blast from the eye on his shoulder.

In moments, the entire deck became a super-powered brawl.

"Ben!" Dr. Fate flew up next to him, blasting away a Wind Dragon with his magic. "Something has been done to these Ultimen."

"Yeah, I noticed that there are a lot of them, Doc." Eye Guy said, as three of the eyes on his arm merged into one, and fired a blue bolt that froze a Juice solid.

"Not that," said Fate, "I have tried to scan their minds, but they aren't there."

"What are you talking about?"

"Their minds and souls have somehow been erased; these creatures are no more than organic robots."

Eye Guy frowned. "Are you absolutely sure?" Fate nodded; Eye Guy ran over to the intercom. "Everyone, listen; these guys aren't real, so you don't have to hold back. Take 'em down hard!"

With a roar, the Justice League went into battle.

…

In a lower part of the Watchtower, a single figure strode out of a missile. She put a finger to the silver strip on her forehead.

"Ultimen, keep the League off of me," said Galatea, "and sanitize the Watchtower." Then she flew off to complete her objective.

Destroy the Watchtower.

…

Cadmus Headquarters

Amanda Waller and General Eiling stood in the main conference room, watching a digital readout of the Watchtower as their forces attacked. Waller let no emotion cross her face, while Eiling had a grim smile as he drank his coffee. The General was about to say something, when the grate to the air vent above them broke, and Batman landed in front of them.

"We've got business, Waller." Batman barely even glanced at Eiling as he knocked a pistol out of the man's hand with a batarang. The General tried to rush the Dark Knight, but he was knocked over the table and into unconsciousness in a single blow.

Batman stood directly in front of Waller. "You told me once that you were a patriot; well, it's time to step up." Waller quickly pressed a button on the remote behind her back, dismissing the digital readout. "You have to know that the Justice League would never have fired that weapon at you."

Waller scoffed. "Sure you would; it was retaliation for kidnapping The Question."

"And yet, you weren't home." Batman stared at her as he continued. "We've had you under surveillance for months; you don't think we didn't see you evacuate your offices?"

"A warning shot, then."

"Don't be dense." Batman couldn't believe how blind this woman was. "Someone took over our Fusion Cannon by remote control. There are maybe three people on Earth who're smart enough to pull that off; two of them were already on the Watchtower. And that leaves…"

"Luthor." Waller looked skeptical. "That's where you're trying to lead me, right?"

"You're too smart to trust him."

"Who says I do?" Waller figured one little admission wouldn't hurt. "He provides off-the-books funding for Cadmus; as far as I'm concerned, that's all he's good for."

"Then you must know he has his own agenda." Batman hoped that Waller was a little more curious about Luthor's motives.

"He wants to be President; that's agenda enough for anyone."

Then again, maybe she wasn't. "Almost anyone. If I were you, I'd start looking at him. Hard."

Waller was about to respond, when she heard a groan behind her. She turned to see Eiling pull himself up. When she turned back to face Batman, he was already gone.

I wonder if Gotham PD hates that as much as I do.

…

Watchtower

The battle for the Watchtower had become slightly more organized; the Leaguers might have been outnumbered, but they had fought together as teammates for over a year. They knew what they were doing.

Eye Guy had also come up with some rough battle-plans; he had Captain Marvel lead some of the more mobile heroes as a quick-reaction force, constantly moving to support anyone who needed help. He had Dr. Fate teleport anyone that was too badly injured to his tower; that way, they would be safe, and other Leaguers wouldn't have to worry about fallen friends.

Since discovering that the Ultimen clones weren't really alive, the League found themselves venting all of their anger over the last day at their opponents. Fallen Ultimen littered the floor, but more still came.

Eye Guy found himself surrounded by Downpours and Shifters. The latter he could handle as Eye Guy, but Downpour could be tricky, so he tapped the Ultimatrix dial on his belt. In his place stood what looked like a six-foot tall, walking oven. He was bulky and other than the green Ultimatrix symbol on his chest, the only color on him that wasn't grey was an orange light coming from the vent on his face.

"NRG!" the alien cried out in a Russian accent.

The Downpours turned into water and flowed towards him, but NRG simply charged up his superheated radiation and fired it through the vent. In a flash of orange light, all of the water was vaporized. One of the Shifters turned into a Tyrannosaurus, but even that mighty dinosaur's teeth couldn't break NRG's metal hide. NRG swung his heavy fist into the dinosaur's eye, which made her reflexively open her mouth. The alien swung around to finish the Shifter off, but Supergirl, traveling at super-fast speed, knocked her off the platform.

"Thanks!" NRG said.

"You need any more help?" Supergirl asked.

"No, I'm good." To prove his point, NRG took down the rest of the Shifters with several blasts of radiation. He was about to rush back into the fray, when the Ultimatrix dial began to blink, and a voice rang out.

"Ship ship!"

"Ship?" NRG asked, "What's going on?"

"Ship ship sh…" Ship's voice cut out.

"Something is wrong in the reactor!" NRG looked up at Supergirl. "I'm going to go help Ship!"

Supergirl nodded. "Okay, we can handle the rest of these guys."

NRG slapped the Ultimatrix dial again. "FASTTRACK!"

In a blur, Fasttrack ran through the station, occasionally throwing a punch at a clone as he ran. In a few seconds, he made it to the reactor room. His eyes went wide when he saw The Atom, shrunk down to only a few inches tall and covered in wounds, lying next to…

"Ship!" Fasttrack gently picked up the little injured alien. "Come on, little buddy, say something!"

To his relief, Ship weakly raised his head. "Sh-ship…"

"Okay Ship, I'll take care of it; you just rest." He placed both Ship and Atom in a corner, then raced to the inner workings of the reactor, a massive half-sphere studded with cables that weakly glowed.

"Quite an impressive sight, isn't it?"

Fasttrack looked up and barely dodged the punch that Galatea threw.

"You're alive?" then Fasttrack smirked. "What, that beat-down Supergirl and I gave you the last time wasn't enough?"

Galatea scowled. "This won't be like the last time. This time, I'll kill you, then her."

Fasttrack's eyes narrowed. "Not gonna happen." He slapped the Ultimatrix dial.

"BLITZWOLFER!"

The two aliens eyed each other for a moment, then charged.

…

Supergirl found the battle on the observation deck beginning to wind down; there were fewer Ultimen clones fighting, and the Leaguers had begun reporting that more parts of the station were being secured.

Still, she was worried; Ben hadn't checked in since he'd left. After making sure that she wasn't needed, she flew down to the reactor room.

"Ben, everything okay down here?" she looked around, but saw no sign of Ben. She did, however, see several shards of diamond littering the floor, which meant that Ben had to have been fighting here as Diamondhead. Then she looked around the room; throughout it, there were signs that Ben had been fighting. One part of the floor was melted, probably by Heatblast. Another corner had a Humongosaur-shaped dent. Supergirl's eyes went wide; what had Ben been fighting?

Her answer came when the battered form of Fourarms fell to the ground, only to be lifted up by the throat by… her clone!?

Just as Galatea picked up Fourarms, the red alien lost consciousness and turned back into Ben. She smirked; this was the being that had Cadmus so worried? She drew back her free hand to crush the human's skull, only to have two beams of heat-vision graze her arm, cutting her sleeve, but only giving her a slightly-painful burn.

"Put him down!" Yelled Supergirl, her eyes still glowing red.

Galatea shrugged. "Sure; I was pretty much done with him anyway." With a flick of her wrist, she sent Ben flying into a wall, where he fell with a groan.

At that moment, nothing else mattered to Supergirl but tearing apart this woman who'd hurt Ben, her Ben, but she quickly marshaled her rage. She'd spent every second of her training with the League mastering her emotions; she wasn't going to lose this fight because of her recklessness.

"What do you think you're doing?" she asked the clone.

Galatea gave a dark smile. "Oh, I'm about to set the reactor to overload and blow the Watchtower to bits." She took a fighting stance, the smile not leaving her face. "But what I'm hoping is that you'll be dumb enough to try and stop me."

Supergirl moved forward in a blur, using a serpentine pattern in hopes of confusing her opponent, but Galatea was easily able to dodge her punch, then sent a barrage of her own into Supergirl's face. The clone was relentless, never giving Supergirl an inch; every strike was followed by another, and each one hurt.

At one point, Galatea delivered several punches to Supergirl's stomach that left even the Kryptonian winded. As Supergirl fell to the floor, her clone's smile turned downright sadistic.

"Uh-oh," she said in mock-concern, as she lifted Supergirl up by her shoulders, "what's wrong, hero? Not strong enough? Maybe that's because I'm the real hero here. Your Justice League is a bunch of dangerous loose cannons, and I'm going to shut you down."

"Who do you think you're kidding?" asked Supergirl weakly, "You don't care about what the League does. Admit it; you just want to beat me."

Galatea snarled, and hurled her into a wall, then dive-bombed her feet-first into the ground. As the dust cleared, the clone lifted her up by her shirt.

"I've already beaten you," she declared, "but I'm going to make it last."

To her surprise, Supergirl laughed. "It's kind funny, in a sad sort of way. No matter how bad you beat me, I'll still be real, and you'll still be a clone."

Galatea's temper began to rise. "Shut up."

Supergirl's smile turned just as cruel as Galatea's had been earlier. "Deep down, you know the truth: you're not a person, you're just a weapon, grown out of one of Hamilton's Petri dishes."

"Shut up!" Galatea swung her fist as hard as she could.

No one insulted her father and lived.

…

Cadmus Headquarters

"He played me." Amanda Waller glared at the computer, General Eiling and Professor Hamilton at her sides. "I knew he was a snake and I still let him bite me."

She tapped a key, and a list of different supplies came up on the screen. "Luthor's recently had a lot of our new technology shipped to LexCorp. This is what he's stolen, Professor. Could he have taken over the Watchtower weapons system with that stuff?"

Hamilton looked over the list, his mind awhirl with possibilities. "Theoretically, yes, but that's the least of it." His eyes went wide with comprehension. "Good Lord, I think I know what he's planning to do!"

…

Watchtower

Ben slowly opened his eyes, but winced as even that tiny motion hurt. When he finally got his eyes open, he saw his girlfriend, her costume shredded and her body covered in injuries, getting the stuffing kicked out of her by her evil clone. Ignoring the pain as much as possible, Ben activated the Ultimatrix and slammed the dial down.

"SWAMPFIRE!" the plant-like alien immediately felt better, as his regenerative abilities were erasing his wounds. He ran towards Galatea and Supergirl, the latter of whom had just been slammed into the floor and had the former's leg holding her down. He put every ounce of strength he had into a punch, but it barely made the clone's head move back. Galatea put one fist through his chest and lifted him into the air.

"Pitiful, the both of you." Galatea heard her communicator beep, signaling that someone was trying to talk to her. She reached up with her free hand to activate it. "What?"

"The mission is scrubbed," said Amanda Waller, "do you hear me? Stand down and await further instructions."

Galatea threw Swampfire into a bank of computers, stunning him, even as he regenerated, then lifted Supergirl up to her face. "I'm not reading you," she lied, "can you repeat?"

"Don't do this, Galatea!" Waller yelled, "The mission's over! Call off the Ultimen! Do you hear me!? Call…" Waller never finished her sentence, because Galatea took out the earpiece and crushed it.

She looked at Supergirl and shrugged. "Wrong number." Then she knocked Supergirl into Swampfire, who was just starting to get up.

"Got any ideas?" Supergirl asked.

"Only one," said Swampfire, "but I'm going to need you to get behind me and not move from there until I transform back."

Supergirl was about to object, when she heard something in her boyfriend's tone that she'd never heard before.

Fear.

"Ben, what are you…"

"Just trust me; you don't want to see this."

Okay, thought Swampfire, as Supergirl went behind him, just to be clear, none of my attacks can hurt her. This is probably my only shot; let's hope it works.

"Here goes!" Swampfire slapped the Ultimatrix dial. In a flash of green light, he was replaced by a human-sized, ogre-like creature. He wasn't very impressive; he had pale, yellow-green skin, with stubby legs and long arms. Weed-like spines covered his forearms, and his hands ended in claws. He wore a pair of black briefs, which were connected by chains to armor that covered his upper torso, which had the Ultimatrix symbol on it, and neck. His head and face were completely covered by a steel, cage-shaped helmet, with two horns coming out of the sides. The only part of his face that was visible through the bars on the front were his eyes, which glowed a sinister shade of green.

"TOEPICK!" the alien's voice was a deep growl.

Galatea stared at the alien in front of her for a moment, then started to laugh. "What is that… that thing!?"

Toepick glared at the clone. "The only thing that I know of that might be able to stop a Kryptonian."

Galatea sneered. "By doing what, grossing me out?"

Toepick chuckled, a dark sound that sent shivers down even Galatea's spine. "Something like that."

Supergirl, meanwhile, eyed Toepick with suspicion; he didn't look all that impressive, but even Ben seemed afraid of what he could do. Just what was his power that was so terrible?

As if in answer, the front of Toepick's helmet began to open, and Galatea got a good look at what was behind it.

Horror. Sheer, unspeakable horror. Though she couldn't see it, Supergirl could still hear terrified screams, agonized wailing, roaring, unholy groans, hisses, and terrible, demonic laughter. Supergirl decided if that was what was only heard, then she would be better off never seeing Toepick's face.

Galatea wasn't so lucky. Even though she tried to look away, she couldn't; after a few seconds, she began to scream.

"AAAAAHHH! NOOOO! GET AWAY, GET AWAY, GET AWAY! AAAAAHHH! DON'T COME ANY CLOSER! AAAAAHHH!"

With every scream, Galatea began to change; her skin and hair became paper-white, and she fell to her knees. After a few more seconds of absolute terror, her eyes rolled back, and she fell to the ground. As soon as she did, Toepick tapped the Ultimatrix dial and turned back into Ben.

"Ugh," said Ben with a shudder, "I hate going Toepick."

Supergirl limped over to him. "Ben, what did you do?"

"That was Toepick; he's up there in the top ten most dangerous aliens in my universe. He can terrify anyone who looks at his face; plus, there can be some… unexpected side-effects."

Supergirl looked at the clone with her x-ray vision. When she reached her brain, she stepped back in shock.

"Ben… you put her in a coma."

Ben gave a low whistle. "That's never happened before." He turned back to Supergirl. "Are you okay?"

Supergirl nodded. "Yeah, I'm…" before she could finish her sentence, her knees buckled, and she was only saved from hitting the floor when Ben caught her, then wrapped her in a hug.

"I'm sorry you had to see that," Ben murmured, "it's not something I like doing."

Supergirl returned the hug as best as she could; normally, she'd be close to breaking Ben's spine at this point, but after that fight, she barely had the strength of a normal human.

"It's okay," she said, "if you had any other option, I'm sure you would have taken it." She would have said more, but she hissed in pain when she put weight on her foot. Ben noticed this and picked her up bridal-style, much to his girlfriend's embarrassment.

"Let's get you, Atom and Ship to the infirmary." Ben glanced at the fallen Galatea. "What about her?"

Supergirl shrugged. "We'll send her to Cadmus in a box later; right now, though, I'll be happy if I never see her again."

…

Though Ben wouldn't find out until later, Toepick's attack had done far more damage to the enemy than he thought. Somehow, likely through the mental connection that she'd had with her troops, the terror he'd given Galatea had spread to the Ultimen, putting them all into the same catatonic state, just as the power was finally restored.

The battle for the Watchtower was over.

…

LexCorp, Metropolis

Lex Luthor stepped away from his creation, in order to admire both it and his own genius. An android, nine feet tall and made of a silvery material, lay on a table.

"Now you're perfect," he said, "a perfect, superpowerful, immortal body; a suitable place for me to spend the rest of eternity."

He began to circle the android. "Ironic; years of plotting, hundreds of millions spent on Cadmus R & D projects, and none of it bore fruit. No, it's a lowly employee of LexCorp, Dr. Ivo, creator of Amazo, who we have to thank for my impending godhood."

"That was the last piece I needed." Luthor turned to find the speaker, Batman, standing behind him.

Luthor smiled. "Got it all figured out, have you?"

"When I went back to Ivo's office when the first Amazo left, I found a copy of the android's blueprints; however, I noticed that there was a file missing. There was more than one copy, wasn't there?" without waiting for an answer, Batman continued, "But you didn't have the technology to make an android of your own, did you? Ivo used up all of his resources to build Amazo; rare resources, that only a group like Cadmus would be able to supply you with. That's why you joined them, isn't it?"

Luthor shrugged. "What can I say? I plan ahead."

"All of this, just to give yourself superpowers?"

"And to ruin Superman's reputation, of course." Luthor's smile became even wider. "Imagine how sweet it will be when I save the world from menace of the Justice League. Now when I kill Superman, they'll build statues in my honor."

"Maybe next time." Batman hurled an explosive batarang at the android but, to his shock, Luthor caught it in his bare hand. The batarang exploded, but caused no visible damage.

Luthor glared at Batman. "That… was uncalled for."

He charged forward, and slammed a toolbox into the Dark Knight, sending him flying across the lab, then rushed at him to finish the job. Batman dodged the next blows, then sent a stream of teargas into Luthor's eyes. While he was blinded, Batman smashed him the face with a two-handed blow. When Luthor's eyes cleared, he grabbed Batman and threw him through and out the window. As he fell to street below, the Dark Knight tried to use his grappler to swing to safety, but the hook bounced off the wall.

He prepared himself for the end, when he felt a hand grab his arm.

…

Luthor was about to transfer his mind into the android, when he was interrupted yet again.

"Hey, Lex!" Luthor turned to see Amanda Waller, toting a very large gun. "That android is Cadmus property; you're gonna have to find somewhere else to keep your brain."

Waller fired a beam of white light from the gun, melting the android into a puddle of silver goo. The Cadmus director smiled mockingly.

"A nano-disassembler beam." Her tone was smug. "Your design, I believe."

Luthor's face twisted with rage. "Arrogant cow! It'll take weeks to build myself another android body!"

"You ain't got weeks, baldy." Waller pointed the gun at Luthor. "You're under arrest for trying to use the Justice League's space gun to murder everyone at Cadmus."

With a mad yell, Luthor charged, knocking the gun out of Waller's grasp and Waller into a door. As she slid to the floor, Luthor laughed.

"Did you really think you could take me down all by yourself?"

"Actually, yeah." Waller admitted, but then smiled. "But on the off-chance I might have been wrong…"

Luthor turned and saw, to his shock, all seven founding members of the Justice League.

"Ta-da!" Flash said with a smile.

Superman stepped forward. "It's over, Lex." There was no way for Luthor to beat all of them.

Luthor gritted his teeth. "Not until I-argh!"

Luthor gripped his head and moaned in pain; the moans became screams, as black cones burst from his back, black metal tentacles replaced his arms, metal replaced his legs, and his body began to grow. Finally, the flesh on his abdomen began to peel away, revealing a silver face, with three red circles appeared on his chest.

Luthor opened his mouth to speak, but it was not his voice that came out.

"I'd hoped to remain hidden until I could install myself into the android," the synthesized, chillingly familiar voice froze the Leaguers in their tracks, "but you forced my hand."

Superman uttered a single name.

"Brainiac…"

Bam! I love this episode!

Yeah, I changed around a few things, like making the Ultimen clones organic robots; since I saw several of them actually die during the episode, I needed a reason for why the League would kill them.

Also, I needed a different way for Luthor to get the Amazo blueprints, since I never mentioned him getting them from The Atom during "The Return".

Also, yeah, Toepick scares me. Considering what his wiki page says, I have no problem believing that he could put Galatea in a coma. And yes, I said coma, not death. This will be an issue in the sequel. Which will happen… at some point.

Coming next week: The battle against Brainiac. The fate of the Justice League. The end of the arc.

Cortana: Sleep well?

Master Chief: No thanks to your muffins, yes.