BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. I'D SAY THAT THAT DOESN'T MATTER AND THAT I'M STILL A SUPERHERO, BUT I DON'T LIKE SPANDEX, AND THE LAST TIME I WORE A CAPE, I GOT SUCKED INTO A JET ENGINE… I'M STILL PICKING METAL OUT OF MY HAIR.

I'm going to say right now that I do not like this episode. I don't know why, but of all of JLU, I watched this episode the least. Still, that doesn't mean that I can't have fun with it. Time for a good, old-fashioned mind-swap!

Ben 10: Unlimited

Chapter 31

The Great Brain Robbery

Secret Society HQ

Lex Luthor was not a happy man; then again, he was rarely happy even at the best of times, but this day was particularly annoying. After taking over the Secret Society from Grodd, he'd located the piece of Brainiac that the ape had secreted away; since then, he'd worked tirelessly to try to revive his other half, but nothing had worked. Still, Luthor had determination and the intellect to get what he wanted.

"Brainiac," he whispered to the fragment, "you're in there; I can almost feel you. Abasing myself before Grodd, then running this unwieldy super-gang… it's all been worth it if I can just free the only piece of you that remains."

Luthor then felt a pair of arms encircle him from behind and mentally sighed; ever since taking over, Tala had been invading his personal space far too often. It wasn't that he didn't find her physically attractive, but she was obviously only interested in the power and authority that he commanded. Then there was the fact that she and Grodd… Luthor tried his best to block out that disturbing image.

"Lex," Tala cooed, "don't talk to the rock; why don't we…"

"Stay out of this, witch!" Luthor snapped, pushing her aside; he knew what she was like and wanted no part of it. He might catch something.

Luthor placed the Brainiac fragment into a device he'd finished building yesterday, then activated it. The device bombarded the fragment with beams of light, but nothing happened; Luthor punched the wall in irritation.

"It makes no sense," he said as he sat down, not noticing that Tala had begun massaging his shoulders, "The smallest scrap of Brainiac should be sufficient to reconstitute him."

"Don't worry, darling," Tala said soothingly, "I'm sure it will be…"

"Unless Grodd is somehow preventing it," Luthor said, ignoring Tala, "I'll just have to fix that."

A few minutes later, Luthor and Tala arrived at what the other supervillains had nicknamed "the Dungeon". While the Secret Society wasn't in the habit of taking prisoners, Luthor had decided to keep Grodd alive, and had constructed a special prison just for the telepathic ape. He was glad that he'd had the foresight to imprison Grodd, in case his former boss had anything useful to share.

"What do you want, Luthor?" Grodd demanded, unable to move, thanks to the shackles that bound him.

"How do I unlock the Brainiac code?" Luthor asked without preamble.

"You're a genius," Grodd said, a bit of smugness returning, "figure it out."

Luthor's patience, already wearing thin, was at its breaking point. "Tell me, you leering, manipulative, knuckle-dragger…"

"Oh, Lex, Lex," Grodd said, shaking his head and grinning, "You can't expect me to give up my only bargaining chip; what's in it for me?"

Luthor sneered. "When this is over, I'm going to sell your body for dog meat!"

Luthor stormed out; Tala moved to follow him, but Grodd spoke again.

"It must pain you to see me like this after what we've been to one another."

"My taste in boyfriends has evolved," she said, before catching up with Luthor, "Lex, wait. You're the leader now; you don't need to lock horns with him."

"The only thing that matters now is a speck of information locked somewhere deep inside Grodd's thick skull," Luthor snapped.

"Yes, okay," Tala said, an opportunity to get into Luthor's good books flashing into her mind, "So we break open his head and take it."

For the first time since they'd met, Luthor smiled at her.

After Tala had explained what she had in mind, Luthor had wanted to begin immediately; unfortunately, the other members of the Society had demanded a meeting. This was why Luthor hated metahumans so much; just because they were more powerful than ordinary people, they thought they could do anything they wanted. Still, it gave Luthor time to address issues of obedience and effectiveness immediately.

Doctor Polaris spoke first. "We don't think you've got what it takes to run the show. You've been acting unbalanced, holed up in that lab, talking to yourself…"

"After Grodd tried to turn the world into apes," Sinestro added, "you can imagine how seriously we'd take something like that; what are you going to do, make everybody bald?"

Polaris took the reins again. "Maybe it's time for younger, smarter, more aggressive leadership."

"Really?" Luthor asked, doubtful that even the entire Society together was smarter than him.

"Yeah," Polaris continued, "why should any of us follow you?"

Luthor stood up and looked each member in the eye. "Because I'll show you how to make more money in one day that you've made in your entire lives."

Now he had their attention.

The Watchtower

"Look, we know Grodd's running some kind of organized group," Green Lantern said, "I'm tired of just putting out fires."

"I agree," Mister Terrific said, "We need to find his new Secret Society and take the fight to them."

The rest of the League had been voicing these same feelings for weeks, especially after Grodd had almost turned everyone on Earth into apes. Ben was particularly frustrated; he preferred being proactive, rather than reactive. It reminded him of when he'd fought the Highbreed. That had taken forever to end, and he was getting a similar vibe here. That was why he, Supergirl and several other Leaguers were on the Watchtower; Doctor Fate had discovered a way to track Grodd, but the only thing stopping him was a reluctant speedster.

"I know, guys," Flash said, "but there has to be another way!"

"This is the best, maybe the only shot we have," Mister Terrific replied, "When Grodd had you under his telepathic control a couple of years ago, he left a psychic imprint in your mind."

Fate stepped up. "I can mystically access that imprint and trace it back to Grodd, wherever he hides."

"And when we do find Grodd," Red Tornado said, "we will likely find Luthor, Bizarro, and any number of wanted criminals."

"And I'm all for that," Flash said, still hesitant, "but I don't like strangers nosing around in my brain… no offense, Doc."

"I assure you," Doctor Fate said, "I won't be reading your thoughts; your mind is simply a portal."

"This really seems like it's more up J'onn's alley," Flash said, backing up; Supergirl stuck her foot out behind him, tripping him into a chair that Mister Terrific had set up. Ben gave his wife a high-five for that.

"Yeah, well, J'onn's not here," Green Lantern said, "He's in China, rescuing people from collapsed buildings when that earthquake hit last night."

"Which is also something that we should be helping with…" Supergirl began.

"So suck it up and let the Doctor work!" Ben finished. Flash looked between the two.

"Has anyone told you that it's weird when you do that?" he asked; Ben and Supergirl looked at each other and shrugged.

"We need to find Grodd before he hurts anyone else, Flash," Green Lantern said, "This may be our only shot."

Flash sighed. "Fine, just be careful with my head; it's where I keep all my one-liners."

"So if anything happens, no big loss?" Supergirl asked, causing Ben to laugh.

Fate ignored them, his eyes glowing. "Show me the mind of Gorilla Grodd." For a moment, nothing happened. "The imprint has faded over time; I can still trace it, but I need a more stable path within Flash's mind."

"Oh, I've got an idea!" Ben disappeared in a flash of green light. "HEAD CASE!"

The floating brain flew between Fate and Flash. His transparent tail split into two; one touched Fate's helmet, while the other touched Flash's forehead.

"Try it now!" Head Case said.

Fate's eyes glowed even brighter… and then the screaming began.

Secret Society HQ

"This is your last chance," Luthor said, as he finished setting up, "Tell me what I want to know, Grodd, or I'll pull the information from your bleeding frontal lobe!"

After finishing telling his compatriots his plan, and getting their full support, he had set up a device based on Grodd's own telepathy-boosting technology. With Tala's assistance, he would enter Grodd's mind and find what he wanted.

Grodd spat at him defiantly. "You're a sadistic child; an infant playing with power tools!"

Luthor shrugged. "Your funeral." He placed a helmet on his head, then leaned back into a chair, where Tala put her hands over the device.

And then the screaming began.

The Watchtower

With a cry of agony, Fate, Flash and Head Case separated and fell to the ground, where the latter turned back into Ben.

"What happened!?" Supergirl demanded, helping Ben to his feet.

"Wait," Fate said, being supported by Green Lantern, "that isn't Ben!"

"What are you talking about?" Supergirl asked, as Ben shook his head.

"Where am I?" 'Ben' asked, "What did you do to me?"

Then he looked down at the Ultimatrix, and a slow smile crossed his face.

"That's Lex Luthor!" Fate yelled, as 'Ben' disappeared in a flash of light.

When it faded, Heatblast rocketed away towards the teleporters; when he landed, he placed his hand over a technician's head.

"Get me out of here," he growled, "or I boil your brain."

"Do as he says, Tony!" Mister Terrific shouted.

"We can't let Luthor get away with the Ultimatrix," Green Lantern said, "especially with the Master Control; he'd be unstoppable!"

"Is there any way to, I don't know, shut it off?" Flash asked, now recovered from the ordeal.

"Actually," Supergirl said, "there is. Ultimatrix! Emergency override, identification: Supergirl; override Code 10!"

Shortly after their marriage, Ben had given Kara an override code for the Ultimatrix, in case the device ever fell into the wrong hands. Like right now.

"Override code accepted," the dial on Heatblast's chest said; Luthor, not expecting that, backed off, allowing the technician to get away. It also gave Green Lantern time to destroy the teleporter controls before Luthor could escape.

"Ultimatrix, disable Master Control," Supergirl yelled, "and lock out any attempts to restore it from anyone but me!"

"Command accepted," the Ultimatrix said, "Master Control locked; available selections: sixty-eight."

Before Luthor could try to get away, Supergirl destroyed the teleporter controls with a burst of heat-vision. Heatblast snarled and sent a blast of fire at the heroes, but Green Lantern raised a shield with his ring; when the fire faded, Heatblast was gone. He had used the fire as a distraction and was now loose on the station.

Secret Society HQ

"Lex, are you all right?" was the first thing that Ben heard; he slowly opened his eyes and found himself surrounded by supervillains.

He sat up, immediately trying to turn into an alien, but nothing happened; he looked down at his wrist, wondering what had happened to the Ultimatrix, but it wasn't there. In fact, it wasn't even his own arm that he was looking at! He was wearing black gloves and a yellow jumpsuit, and he… was…

Oh my God, he thought, I'm in Lex Luthor's body!

However, if there was one thing that Ben Tennyson was good at, it was thinking on his feet. He was deep in enemy territory, no Ultimatrix, and the villains thought that he was Lex Luthor; well, if it was Luthor they wanted…

"I'm fine," he growled; after Luthor had escaped from prison, Ben had done his research on the genius, and had a pretty good grasp on his personality. Luthor was calm, devious and arrogant; well, Ben had been pretty arrogant a few years ago, so he tapped into how he had acted then. He pushed himself to his feet and glared at everyone in the room; surprisingly, none held his gaze for longer than a few seconds.

"Did… did you get what you wanted from Grodd?" Tala asked.

It took a moment for Ben to recognize the sorceress; after the incident in Gorilla City, Ben and Batman had gone to outside sources to identify the unknown woman. It had been a surprise when Amanda Waller had come forth with that answer. Tala had worked for Cadmus, but had disappeared after the Brainiac incident, and could be considered extremely dangerous.

However, he had no idea what Luthor had been after in Grodd's mind; Ben absently noted that the gorilla was locked up.

Luthor must have taken over, he thought.

"No," he said out loud, "something went wrong; when my head stops pounding, I'll figure out what that was."

"Yeah, you do that," Polaris said, "but only after we pull off the heist."

Oh, crud, Ben thought, they were planning something after this; okay, just play along, you can do this.

"I… seem to be missing a few hours of memory," Ben quickly lied, then looked at a clock to try to make it look convincing, "What is happening?"

"We're robbing a train," Tala said, putting her arm through Ben's, much to his discomfort, "A train filled with newly-printed bills from the US Treasury; there's about fifty million dollars onboard."

"We'll be ready to go in about an hour," Sinestro added, "everything else is ready."

"Excellent," Ben said, before narrowing his eyes at everyone, "Now leave; I have some thinking to do, and I don't want to be disturbed."

Once everyone was gone, Ben sighed in relief.

"I know that isn't Lex," Grodd said softly, making Ben jump, "Though, to be honest, you did give an excellent performance."

"How did you know?" Ben asked.

"I could feel Doctor Fate try to enter my mind at the same time as Luthor," the gorilla said, "and somehow, Fate switched your minds. It was an incredible coincidence, really."

"Story of my life," Ben muttered.

"So tell me," Grodd asked, "now that you're in Luthor's body, what are you going to do?"

"That depends," Ben said, folding his arms, "are you going to rat me out?"

"I don't think so," Grodd said, "after all, most of my associates backed Luthor's takeover immediately, and the rest soon followed. I won't reveal your secret, but I won't help you, either; it'll be far too entertaining to see how long you can keep up the charade before they discover you and rip you limb from limb."

"No pressure, then," Ben said to himself, leaving the room.

The Watchtower

After Luthor had escaped, Mister Terrific had put out an alert, telling the handful of other Leaguers on the station to subdue him. The first group he fought was easily knocked out; Stargirl and Vigilante had been easily beaten by the form called Diamondhead, and while Vixen was a little tougher, she had fallen after a few sustained sonic blasts from the one called Echo Echo.

It hadn't taken him long to figure out how to operate the Ultimatrix; when he had been working with Cadmus, he'd gathered quite a bit of data about the device, though he'd been kept in the dark about who the user really was.

Luthor was surprised how easy it was to fight the Justice League when he had the Ultimatrix on his side. He had initially been upset that he could no longer instantly change forms, but he could still transform by slapping the dial on his chest. Still, he had to wonder: why had Supergirl been given an override code? Why not Green Lantern or Flash, two of the founding members?

Luthor decided to push his worries aside when the Ultimatrix dial began to beep; not knowing what was going on, he ducked into a nearby bathroom. As soon as he did, he transformed into his new human form.

"Oh well," Luthor sighed, "at least I can find out who the mysterious shapeshifter that had Cadmus so worried truly is."

He looked into the mirror and saw a young face, with green eyes, brown hair that was graying at the temples, and a trim beard and moustache.

"I have no idea who this is," he said, disappointed.

After a few seconds, the Ultimatrix beeped again; Luthor activated it and began cycling through the various aliens.

"So much power," he whispered to himself, "I could get used to this."

"You're not getting used to anything, Luthor!"

Luthor jumped as heat-vision lanced through the door, almost hitting him; the door fell, revealing Supergirl.

"Ah, Superman's little sidekick," Luthor sneered, "I wonder just how powerful you are!"

"Touch the watch," Supergirl warned, "and I'll fry you."

"Hmm, I doubt it," Luthor said, "I don't think you'll harm this body, because you care too much about the original owner."

Supergirl didn't move; Luthor laughed, the pieces falling into place.

"That's why you were given an override code, wasn't it? Because he trusted you to stop him if he went over to the 'other side', or if his device fell into the wrong hands. Oh, you must be very special to him, if that's the case; and since you aren't moving, I assume the feeling is mutual?"

Supergirl's clenched fists were all the answer he needed; when Supergirl looked down, Luthor slammed down on the Ultimatrix dial and turned into Spitter and covered the Kryptonian in goo.

"Oh, gross!" Supergirl yelled, brushing slime out of her eyes; while she was distracted, Luthor slapped dial on his chest and turned into Ghostfreak. He turned invisible and flew away.

Furious, Supergirl reached for her communicator. "T, he's gone."

"Don't worry, he's not getting off the station," Mister Terrific said, "We've shut down all the teleporters and locked down the Javelin bay; he's not getting out."

"Would any of that stop Ben?" Supergirl asked.

"… Good point," Mister Terrific admitted, "We might need some help."

Then Supergirl got an idea. "Azmuth! He created the Ultimatrix; maybe we can get him to help us!"

"That could work; Fate is with me right now, he says he can contact Ben's universe, and he's working on a spell to switch Ben and Luthor's minds again. No idea when we'll get the help, so the first task is keeping Luthor from getting off the station."

Secret Society HQ

I always thought that supervillains were a lot less organized, Ben thought, as he watched the Secret Society members fueling a giant airship.

He had spent the last hour trying to find some way off of the base, or at least contact the League to get help, but something always stopped him. First, it was settling a dispute between Rampage and Giganta, the latter of whom had been busted out of prison a week earlier; it hadn't been easy for Ben to do, mostly because he didn't care if supervillains beat each other up, as long as innocent people weren't hurt.

The other thing that kept distracting him was Tala. That woman was relentless; she'd tried seducing him no less than a dozen times! Ben almost felt bad for Luthor; this woman was nuts. Then again, he had no idea if Luthor actually responded in kind to Tala, but even if it was, Ben wouldn't do the same; he was faithful to Kara, and even if it got him discovered, he wouldn't break that faith.

"Luthor," Atomic Skull said, approaching him, "we're ready to go."

"Very well," Ben said, going into what he called 'Luthor-mode', "is there anything else I should know?"

"Yeah," Atomic Skull said, amusement in his voice, "Tala's right behind you."

Ben tensed when he felt Tala's arms around his chest.

"Tala," he said, the woman's efforts getting on his nerves, "go onto the ship; we may need you to create a portal, in case we need to get away."

Normally, he would have done everything to sabotage the villains, but he needed to maintain his cover, and having a backup plan was a very Luthor-esque thing to do.

"Anything for you, baby," Tala said, kissing him on the lips before scurrying away; Ben turned to Atomic Skull who, from the way he was twitching, was just as disturbed by the sorceress as Ben was.

"Do you have any mouthwash?" he asked.

The Watchtower

Green Lantern and Red Tornado flew towards the cargo bay, where Luthor had been spotted going. When they reached it, they went back-to-back; the aliens within the Ultimatrix were too dangerous to face unprepared.

"Do you see him?" Green Lantern asked.

"Negative," Red Tornado answered, "visual not established… movement detected!"

Green Lantern spun around, just in time to be tackled by something that seemed to be camouflaged. Whatever it was raised a limb to hit him, but was blown off by Red Tornado; when it hit the bulkhead, it fell to the ground, revealing a lizard-like alien, with pale skin, stubby legs and an eye-like organ over its face that was made of a red, yellow and blue triangle.

Luthor, now turned into Chamalien, hissed, before reactivating his camouflage and disappearing.

"Supergirl, Luthor's gone again," Green Lantern said into his communicator, "Can you see him? And ask Mister Terrific when Azmuth will be here."

It took a moment for Supergirl to respond; she was using her x-ray vision to scan the Watchtower for Luthor from the bridge.

"I don't see him, GL," Supergirl said, "and T says that Azmuth should get here soon, that's all I… wait! I see Luthor; he's one level above, about thirty meters, to your eleven o'clock!"

Green Lantern went over the layout of the station in his head. "That's the Javelin bay! What could he be doing there? It's locked down."

"Several aliens within the Ultimatrix are capable of escaping, even with the lockdown in effect," Red Tornado said.

"Oh, great," Lantern groaned, before reaching for his communicator again, "Flash, meet us in the Javelin bay, bring anyone you can!"

"Got it!" Flash replied, before Green Lantern and Red Tornado flew towards the Javelin bay.

When they got there, they found a small, orange goblin-like creature tearing apart a control panel; he looked up at the Leaguers and let out an evil cackle.

"I'm not sure why this form does that," Luthor, now turned into Jury Rigg, said, "it must be some kind of natural response."

Jury Rigg jumped backwards onto a parked Javelin, then slapped the Ultimatrix dial, turning into Upgrade and merging with the ship; the Javelin grew slightly, getting larger engines and several cannons under the wings. It lifted off and began to fire at the bay doors.

"He will not be contained for long," Red Tornado said.

"Then let's keep him occupied!" Green Lantern said, making a 10-foot scalpel with his ring.

"Sorry about this, Ben," he murmured, before ramming the scalpel into Upgrade's wing.

Upgrade howled in pain, withdrawing from the Javelin and falling to the ground; just before he landed, however, he slapped the Ultimatrix dial again and turned into Big Chill, then floated upwards.

"Supergirl, we lost him again," Green Lantern said, "Where is he now?"

"He's headed to the bridge again!" Supergirl shouted, just as Big Chill phased through the floor.

"Too bad for him, then," a familiar voice said; the Leaguers turned to see Azmuth behind them, sitting on Eunice's shoulder. The light from Doctor Fate's spell could be seen fading behind them.

"Who are you?" Big Chill asked, having just seen them arrive.

"I'm busy with a dozen other projects," Azmuth answered crossly, "so I'd like to end this swiftly; Ultimatrix, commence shutdown."

With that, Big Chill turned back to Luthor in Ben's body; he had been about ten feet in the air, so the fall wasn't too bad, but he did land on his head.

"Doctor Fate," Mister Terrific said, "I think your 'patient' just anesthetized himself."

Colorado

This is not going to end well, Ben thought, as he and the supervillains closed on the train. Throughout the entire trip, his mind had been racing, trying to figure out how to get in contact with the League.

Finally, he saw a chance.

As soon as the ship they were on matched speeds with the train, the villains jumped out, knocking out the crew and securing every car. While they were out, Ben moved to one of the communication stations.

"What are you doing?" a voice from behind him said; Ben turned to see Polaris, his arms crossed.

"I'm checking something," Ben answered in his best impersonation of Luthor.

"Shouldn't you be out there, supervising?" Polaris asked.

"I can do that from here," Ben answered, "And the better question is, why aren't you out there? Your powers would speed things up, so go!"

Polaris sneered, but did as he was told; as soon as he was gone, Ben went back to the communicator.

"Hello?" he whispered, "Watchtower, respond."

After a moment, he got an answer. "Who is this? How did you get this frequency?"

"Mister Terrific, it's me, Ben! I somehow got trapped inside Lex Luthor's body!"

"Understood; Luthor was in control of yours for a while, but we stopped him before he figured out how to really do some damage with your aliens."

"Glad you stopped him," Ben said, "but I need you to send a team to my location right now; Luthor's buddies are robbing a train!"

It took a moment for Mister Terrific to respond.

"Got it, I've got Fire, Ice, Steel and Wonder Woman en route; they should be there any…"

Whatever Mister Terrific was about to say was interrupted when the station that Ben was using crumpled like a tin-foil ball. Ben spun around to see Polaris and Tala standing behind him.

"Told you he was up to something," Polaris said.

Tala raised her hand, which was surrounded by purple energy, and pointed it at Ben. "Any last words, imposter?"

Ben opened his mouth to answer, when he heard the sound of fighting; all three of them turned to see Wonder Woman and her team attack the supervillains.

"Actually, I do," Ben said, before spinning around and decking Polaris, "You guys are too easily distracted!"

He raised his fist and charged Tala, but several bands made of yellow energy wrapped around him; Sinestro flew up to them, followed by the other villains.

"We have to go," he said, "the League is right behind us!"

Nodding, Tala created a portal, allowing the villains to escape, a captive Ben in tow.

The Watchtower

"We have to hurry," Mister Terrific said, "the bad guys just figured out that Luthor isn't Luthor!"

"Understood," Fate said, then placed his hands on Luthor's head. After a few moments, and some light from Fate, Ben slumped in the chair he'd been tied to.

"Ow, my head," Ben moaned, then looked up, "Oh, hi guys."

"Is that really Ben?" Eunice asked.

"Yeah, it's me," Ben said.

"How can we be sure?" Supergirl asked, still looking at Ben suspiciously.

"I'll prove it!" Ben smiled at his wife, "When we're alone, you call me—omph!" he was interrupted when Supergirl moved in a blur, placing her hand over his mouth.

"It's him!" she said, her face as red as her cape.

The other Leaguers stifled their laughter, while Eunice and Azmuth raised an eyebrow at Ben, who merely shrugged.

"Thanks for getting me back," Ben said, once Supergirl let go of his mouth, "but can you guys untie me? I'd do it myself, but I can't turn into my aliens for some reason."

"Oh, that was me," Supergirl said, untying him, "Once we figured out that Luthor was in control, I disabled the Master Control."

"And when I arrived, I disabled the Ultimatrix entirely," Azmuth said, before tapping the Ultimatrix dial, "There you go; you now have the Master Control again. Try not to make this a habit, Ben Tennyson."

"I'll do my best, Azmuth," Ben said, "Thanks for coming."

Azmuth only nodded, before jumping back onto Eunice's shoulder; despite his gruff attitude, he was fond of Ben, and rather proud that he had come up with a contingency for the Ultimatrix. He would have done no less himself.

"Ben, did you ever figure out where the Society is located?" Mister Terrific asked.

"Sorry, I never had the chance; all I could see was that we were in a swamp."

"Still," Ben continued, "I'm glad you guys switched our minds back when you did. The bad guys had just figured out that I wasn't Luthor; I'd hate to be him right now…"

Secret Society HQ

"I'm telling you, it is me!" Lex Luthor said, just as Doctor Polaris punched him.

"I bet it's the Martian," Polaris said.

"I say we torture him until he reverts to his true form," Sinestro said.

"I am Lex Luthor! Doctor Fate switched my mind, but I'm back now," Luthor snapped.

"It may be true," Tala allowed.

"That doesn't matter," Polaris said, "I'm running things from now on."

Luthor laughed. "Oh, don't kid yourself; you'd have everyone here arrested or dead within a month!"

Polaris snarled. "Whether you're just a lookalike or the real thing, I'd hate to be you right now."

With a flick of his wrist, Polaris ripped chunks of metal from the walls and ceiling, then shaped them into spears and pointed them at Luthor. Just before they impaled him, Luthor pressed a button on his belt; to everyone's shock, the spears turned around and wrapped themselves around Polaris!

Luthor stood up. "That's how you know I'm Luthor; when I augmented your powers, I also made sure that I could override your abilities. Would anyone else care to try me?"

Since Luthor had augmented nearly every member of the Society, no one was willing to take the risk; still, that didn't mean that they liked it. As Luthor turned to leave, Tala followed him.

"Lex, is that really you?" she asked, touching his shoulder.

"Of course it's me, you twit," he growled, shaking off her hand.

The shapeshifter isn't the only one with contingencies, he thought.

Okay, so like I said before, I am not a fan of this episode; don't get me wrong, it's not a bad episode, I just didn't like it. No matter what show I watch, no matter how good it is, there's always one episode that I just hate. No idea why, I just do. That might have been why I had so much trouble writing this sucker. Also, Ben is smart, and he's a fairly good actor; he once tricked the Plumber's Helpers into thinking he was evil, after all. That being said, there is some foreshadowing in this episode:

Luthor knows Ben's face. This won't be an issue for this story, but it will come up during the sequel. And it will blow your minds!

Also, yeah, I had Kara have an override for the Ultimatrix; Ben isn't so stupid as to have a Master Control Ultimatrix around without some kind of backup, and who else would he trust more than his own wife?

Next up, "Grudge Match", and a word of warning: don't drink anything while reading, you might do a spit-take.

Ask not for whom the muffin tolls, it tolls for thee!