BEN 10 DOES NOT BELONG TO ME. JUSTICE LEAGUE UNLIMITED DOES NOT BELONG TO ME. THE RIGHT TO MAKE A NON-PROFIT CROSSOVER OF THE TWO, HOWEVER, DOES.

This is it. This is the culmination of almost 8 months of work. This is the longest story that I have ever written. This is enough to fill in a book. I have written a book. As someone who wants to write his own original material one day, this is fantastic practice. I am so excited to bring you the final chapter of this story. Thank you all for your support and criticism. Prepare yourselves, the end is upon us!

Ben 10: Unlimited

Chapter 33

Destroyer

When Kara Zor-El Tennyson announced that she was pregnant, there were several different reactions, depending on who was told. When the Kent family found out, they wrapped the new family in a giant hug, then proceeded to throw a huge party. When Verdona found out, she wept tears of joy for finding out that she would be a great-grandmother. When Barbara Gordon found out, she jumped for joy for her best friend. When the ladies in the Justice League found out, they began planning a baby shower.

However, the first person that Kara told was her husband; when she did, Ben blacked out. When he came to, he spent the next hour dancing around the house, overjoyed that he and Kara would be parents.

Of course, after the announcement was made, Bruce Wayne brought up an interesting point: what was a Kryptonian pregnancy like, especially when the child was only half-Kryptonian? This resulted in the Tennysons going to the Fortress of Solitude, where the Kryptonian technology scanned a nervous Kara.

Fortunately, the results were all positive; whatever issues that might have come up had been stabilized by the Ultimatrix. Another matter that came up was that while Kara would have a 9-month pregnancy, just like a human, the baby's development, combined with Kryptonian physiology, was such that she could still be active in the League until the fourth month.

Ben had, at first, not wanted his wife to go on missions at all, but Kara had been adamant; she wasn't going to stop doing her job until it was too dangerous for their child. Still, she promised not to go on any space-missions, as well as stopping League work the moment she felt uncomfortable. This was enough for most of the League, though they all agreed to keep an eye on Kara, just in case.

All in all, it was a good time for the League; which of course meant that that it wouldn't last for much longer.

Space, 1 Month Later

It is said that desperation is the mother of invention, and Lex Luthor was very desperate; over the last month, he had tried again and again to revive Brainiac from the small fragment, but to no avail. However, Tala had shown that the piece was connected to more pieces in space; several years ago, Brainiac had had a space station inside of a hollowed-out asteroid, but the Justice League had destroyed it. With Tala's assistance, Luthor discovered where the base was; with renewed hope, he turned the Secret Society into a construction-crew, turning their base into a giant starship.

Of course, a number of members of the Society weren't happy to be press-ganged into service like that, but Luthor couldn't care less.

All had been going well, as the Society traveled at faster-than-light speeds towards the coordinates, until a mutiny broke out, led by a now-freed Grodd. Now, Luthor and the villains still loyal to him were fighting for their lives.

However, after a few minutes of battle, Luthor's side realized that while Grodd had dozens of supervillains at his side, Luthor had the most of the more powerful of the villains at his. Emboldened by this, Luthor's faction redoubled their efforts, and soon had Grodd's forces on the defensive.

Grodd, on the other hand, didn't even care anymore. Luthor had been the source of a good deal of misery for him, and all he wanted was revenge. Ignoring the fight, he chased after Luthor, until finally, a pair of giant hands plucked him into the air. Grodd looked up at the owner of those hands and gave a weak smile.

"Giganta," he said meekly, "how's your head?"

"Pretty good," Giganta replied, "considering you tried to fry my brain!"

With that, she began to squeeze, driving the air from Grodd's lungs; the ape began to feel his bones breaking, when the pressure suddenly ceased, and he fell to the ground.

"Don't get grabby, thunder-thighs," Tala said from above, her hands still smoking from the spell she'd used to disable the size-changer, "Grodd is mine now."

After saving Grodd, Tala teleported herself to Luthor's location; unfortunately for Luthor, he'd accidentally ended up in a dead end.

"Trapped like a rat," the sorceress commented, readying a spell, "It's very weird; you were never this much fun when we were together."

Despite having Tala aiming a spell at him, Luthor was remarkably calm. "We were never together; I prefer women with a little more self-respect."

Snarling, Tala loosed the spell; however, instead of snapping Luthor in half, it rebounded back at her as soon as it came within a few feet of him! Struck by her own spell, Tala collapsed; before she passed out, she saw Luthor take a small amulet out from his pocket.

"You wouldn't believe what this cost me," he commented, then put the anti-magic charm away.

With that done, Luthor made his way to another part of the base, where he saw Atomic Skull, one of his supporters, getting overwhelmed by several other villains. He pointed his pistol at Skull's opponents; not out of compassion, but because Atomic Skull was one of his most powerful associates and Luthor hated to see an asset go to waste. Before he could fire, however, he heard a shout.

"Luthor!" Sinestro called out, "Duck!"

Luthor did just that, barely avoiding a blast of energy that came from a cannon in the hands of Grodd.

Perfect, Luthor thought, before sprinting down a hallway; for his plan to work, he needed Grodd alone. Thankfully, the rest of Grodd's forces were being held at bay or defeated by his own side.

Sure enough, Grodd followed him into a cargo-bay, where he found Luthor waiting, a pair of silver gauntlets, coursing with energy, at the ready.

"Give it up, Lex," Grodd said, "it's time to stop delaying the inevitable."

"You're right," Luthor smirked, "I really should hurry up and kill you; I have a busy schedule, after all."

Grodd fired his cannon, but the energy around Luthor's gauntlets dissipated the blast; Grodd just smiled and tossed the gun aside.

"It it's all the same to you," Grodd said, "I'd rather snap your neck with my bare hands."

Without replying, Luthor lunged at the ape, but Grodd dodged every strike; after a moment, he backhanded Luthor, knocking him back, then hit him with a barrage of punches, sending him to the floor.

"This mutiny was easy," Grodd gloated, "the Secret Society hates you."

"Like they love you," Luthor panted from his position on the ground, before getting up, only to get kicked into a wall by Grodd.

"Idiot simian!" Luthor growled, struggling to get up again, "You half-baked objectivist!"

Grodd grabbed him by the collar and heaved him up to eye-level. "You're ill-equipped to lead, Lex."

"A lower primate," Luthor laughed weakly, "masquerading as an intellectual."

"I'm the more accomplished," Grodd snapped, tightening his grip, "both physically and mentally!"

With that, Grodd unleashed his greatest power: when in close proximity to someone, he could take over their minds. However, just as he felt his mind hit Luthor's, the human pressed a button on his belt, bouncing the telepathic assault right back at him!

With a cry, Grodd fell back, letting go of Luthor, who took a deep breath.

"Took you long enough," Luthor panted, "I was beginning to think I'd figured you wrong. Now, bow down to me."

The device on Luthor's belt had reversed Grodd's mind-control; instead of taking over Luthor's mind, he'd inadvertently allowed Luthor to take over his. He struggled, but Grodd eventually found himself kneeling at Luthor's feet.

"Who is master here?" Luthor asked.

"You… are…" Grodd said haltingly.

"Get up," Luthor ordered; when Grodd did so, Luthor stepped aside and said, "Take six steps forward."

Grodd did so, stopping in front of an airlock; Luthor opened it and gestured inside.

"Get in." Once Grodd was inside, Luthor deactivated his device, freeing Grodd's mind. As soon as he did so, Grodd jumped at the door, slamming his fists against the window, but to no avail.

"I should have let you rot in jail!" the ape snarled.

"Goodbye, Grodd," Luthor said sadly, "It could have gone the other way."

Grodd's expression softened at Luthor's good sportsmanship, "It really could have, couldn't it?"

"No," Luthor said with a dark smile, "But why speak ill of the dead?"

Luthor pressed a button, opening the outer airlock and sucking Grodd into space; the ape's last thought before he died was how he was ashamed of being beaten by a human.

"Can any of you give me one good reason to let you live?" Luthor asked the captured mutineers; at least, the ones that hadn't been killed in battle.

In response, Killer Frost stepped away from the traitors; instead of answering with words, she whipped around and froze the other Grodd-supporters. Luthor nodded approvingly.

"Killer Frost," he said, "you've got a future; dump this garbage into space."

"With pleasure," Killer Frost said, giving a small salute.

Luthor began to walk away when his comlink beeped, and the creepy, high-pitched voice of Toyman came out.

"We're heeeere…" the little man said.

Luthor smiled; it was time to reclaim his godhood. But first, he had one more thing to take care of; he walked over to an adjoining room, where the only member of Grodd's mutiny that he needed to survive was held.

Tala looked up at him, her eyes pleading while she was held by Sinestro's power-ring.

"Darling, Grodd must have used mind control!" she tried to defend herself.

Luthor and Sinestro shared a look that said yeah, right.

"Okay, maybe not," Tala admitted, "But, baby, you don't ever doubt that I love you, correct?" she began to sweat when Luthor's expression remained blank; it was a trick that he'd used to intimidate people in business deals. "I… I know I did something bad; I'm a sick person. You don't know what it's like to be me."

"Don't be afraid, darling," Luthor said in mock sympathy, "You still have a big role in my plan; in fact, I can't do this without you."

He then nodded to Sinestro, who struck Tala in the back of her head, knocking her out.

When Tala came to, she found herself secured to the top of a large capsule-like device; all around her, the remaining villains were hard at work on various pieces of equipment. None of them even glanced at her, save for Luthor.

"I used to think that magic was unknowable, unpredictable and not to be trusted," he said, "You've taught me so much, Tala; even my wealth of scientific knowledge would never have been up to this task. You will be the mystic conduit that will siphon Brainiac's essences from the debris outside the ship; I'll be able to reconstitute him from that energy… but I doubt you'll survive the process."

"Y-you planned this all along, didn't you?" asked a trembling Tala.

Luthor shrugged. "I'm a sick person, too."

"Luthor," the nearby Toyman said, "the collection panels have been deployed and are now in place."

"Lex, please!" Tala was pleading, desperately trying to avoid death, "I beg you!"

"Hold that thought," Luthor said, then turned to Toyman, "Do it!"

When nothing happened, he whipped around to see Toyman's hand hovering over the button.

"What are you waiting for!?" he demanded, "I said do it!"

"He cannot hear you, Lex Luthor," a British voice said; Luthor turned again to see a man with a white lab coat and goggles hanging around his neck.

"Time has stopped; a trivial ability for me, I might add," the man said, his expression slightly smug; Luthor looked around to see that only he and the man were moving. Everyone else was frozen; time really had stopped.

"And you would be…?" Luthor sneered.

"Ah, forgive my manners," the man said cheerfully, "I am Professor Paradox, universe-traveling, time-traveling hero."

"So you're here to stop me from getting what I want?" Luthor asked, unwilling to let himself be cowed by Paradox's power.

"Not stop you," Paradox corrected, "only warn you: what you are about to do will have consequences that will affect the entire universe; the past, present and future will be threatened."

"Of course the universe will be changed," Luthor said, "I'm about to be a god again, and I'll be able to take on anything the universe has in store."

Paradox's expression darkened. "You don't know what a god is, nor do you know what you are unleashing."

"Tampering with forces beyond my ken and so forth?" Luthor mocked, "Nice try; if you really want to stop me, take your shot now. Otherwise, you can get lost."

Paradox shook his head sadly. "You will regret what you are doing… we all will."

With that, he disappeared in a flash of blue light.

Before Luthor could think about what Paradox had said, he heard Toyman's voice; time had started up again.

"Twinkle, twinkle, Brainiac," Toyman sang, "Tala's gonna bring you back."

Then he pressed the button.

Tala screamed in agony as crackling energy crossed her body; the entire ship began to shake as the capsule underneath Tala began to fill with light. The other members of the Society gathered in the room; the excitement and anxiety was equally palpable.

Just a little bit longer, Brainiac, Luthor thought, I'm coming!

When the capsule was completely filled, the light inside became too bright to look at directly; the only thing that could be seen was Tala turning to dust. Just before that, however, a humanoid shape could be seen. Luthor grinned madly.

"Behold," he said, "your new lord and master!"

The light faded, but no one was expecting what was inside the capsule. It wasn't Brainiac; instead of the machine, a giant, gray-skinned being stood. His body was covered in black armor, highlighted by strips of white. His eyes glowed red with the promise of death.

Darkseid, ruler of Apokolips.

In the small part of Luthor's mind that wasn't dominated by sheer terror, Luthor realized the error he'd made; Darkseid had also died here, indirectly at Superman's hands. Somehow, his device had accidentally revived the most feared being in the universe.

Darkseid's face remained impassive as he placed one gauntleted hand against the capsule's side; his hand glowed red, and then half of the capsule that Darkseid was facing simply disappeared.

"It seems I have you to thank for my resurrection," Darkseid said, his voice surprisingly soft for a being so large, though it didn't diminish the menace within, "Though your world will suffer slowly, humans, I grant you a quick death."

Darkseid's eyes glowed brighter; a moment later, the entire ship exploded.

Apokolips

In the years after Darkseid's defeat, his world had been embroiled in civil war, with two factions vying for control. At the moment, yet another battle was being waged, with thousands of soldiers on both sides preparing to charge in the seemingly endless war.

With a roar, both sides rushed forward; just before they crashed together, however, a massive explosion lit up the sky, and a figure floated down to the ground. Both sides had stopped to stare at the sight, and were even more awestruck when they recognized who stood before them.

Whispers, and then shouts of "Lord Darkseid!" spread across both sides; the mere sight of their true master made everyone sink to their knees and grovel, the war forgotten.

"Welcome home, almighty Darkseid," the nearest soldier said, never looking up from the ground.

"Arise, my children," Darkseid said, his voice reaching everyone, no matter how far away they were, "Let this meaningless battle for control end today."

One of the officers approached his master. "Of course, sire. We had thought ourselves bereft forever."

"Only the slimmest of chances has allowed me to overcome my death at the hands of Superman," Darkseid said, "But let the universe howl in despair, for I have returned."

He raised his hand and clenched it into a fist; upon seeing that, every soldier roared in enthusiasm.

"What is your will, my lord?" the officer asked.

"As ever," Darkseid answered, "to search for the Anti-Life Equation, that I may bring order to this aimless universe, but first… Superman must suffer for killing me. His adopted world will die screaming; only then will I seek the ultimate end of all things."

"Forgive me, my lord," the officer said nervously, "but an attack on Earth would violate your pact with Highfather. New Genesis would doubtless retaliate."

Darkseid smiled, unafraid of the world and its leader that was his world's opposite.

"Where do you think I'm going next?"

Metro Tower, Metropolis

Superman was treated to an odd sight when he found Ben at the Metro Tower that morning; his cousin-in-law was banging his head against a wall, a blank look on his face.

"Ben? What's wrong?"

Ben turned around. "Hey, Superman; sorry, Kara's driving me a bit nuts lately."

"Is it the pregnancy?" Superman asked, "I thought she wasn't going to be getting affected for another couple of months?"

"True," Ben said, not worried about what he was saying, since Supergirl was on the Watchtower at the moment, "but she's decided to make a list of food cravings that she thinks she'll have."

Superman blinked. "I… don't think that's how it works."

"That's what I said," Ben said, "but she still sends me texts every couple of hours, saying she'll want something else; I think she's just doing it to annoy me at this point."

Superman let out a short laugh, before a technician ran into the room; out of habit, Ben turned into Diamondhead.

"Superman!" the man yelled, "You better come outside!"

Noting the man's panicked voice, Superman, Batman, Wonder Woman, Diamondhead, and the other twenty heroes at the Metro Tower rushed outside. Once there, they saw Lex Luthor and the remaining members of the Secret Society waiting. Luthor stepped forward.

"We have a little problem."

After Luthor explained what had happened, Superman had decided to let the villains into the Metro Tower, under the watchful eyes of the Leaguers, of course.

"Let's say, just for the sake of argument, that I believe a single word of your story," Superman said, "How did you survive the explosion?"

"By the skin of my teeth," Luthor said, then elaborated, "Sinestro shielded us with his ring, but we were too far away from Earth to make it back with his power alone. Fortunately, our ship's explosion was detected by the nearby planet New Genesis. One of their people offered a way back for us; we accepted, of course."

What he didn't mention was that they had killed that Good Samaritan in order to steal him Boom-Tube technology.

"You've got some nerve, coming to us for help," Superman growled.

"Darkseid took Brainiac away from me," Luthor snapped, "I can't hear his voice in my head anymore."

Heroes and villains alike looked at each other incredulously; did Luthor just admit to hearing voices in his head? Diamondhead looked at Atomic Skull and twirled one finger in a circular motion around the side of his head, the universal sign for crazy; surprisingly, Atomic Skull nodded in agreement.

"Enough of the crazy-talk, Lex," Giganta said, coming between Luthor and Superman, before turning to the latter, "Darkseid said he was coming to Earth to destroy it; you guys are supposed to keep that sort of thing from happening."

"It's on our to-do list," Diamondhead said, "Thanks for the warning."

"And what about us?" Atomic Skull asked.

"You're all going into holding cells," Wonder Woman answered.

"Think so?" Atomic Skull growled, his fists charging with nuclear energy, "Ain't no way we're giving up without a…"

"Watchtower to Metro Tower," Mister Terrific said, his face appearing on a large screen, "We have a situation."

"What's going on?" Superman asked.

To his credit, Mister Terrific only blinked once when he saw the villains before he continued. "Multiple hyper-spatial incursions, but they're planetside; I'm sending telemetry now."

Batman stared at the red dots that appeared on a holographic display of the globe.

"Boom-Tubes," he said.

"He's right," Superman said, holding a hand to his hear, "Do you hear it? Like thunder?"

Even without super-hearing, Diamondhead could hear the tell-tale boom of the Boom-Tube; there must have been either several opening in Metropolis, or one really, really big one. Neither prospect was encouraging.

Across the world, portals opened up, allowing hundreds of ugly, box-like craft to emerge; some began to rain down fire, while others disgorged thousands of soldiers and tanks.

The invasion had begun.

The Watchtower

"Attention, all Justice League members," Mister Terrific said into the intercom, "this is an Omega-level threat!"

The Leaguers on the station hurried to the bridge, where they were given a very brief summary of the situation.

"We need to get to the Javelins!" Green Arrow said.

"No time!" Shayera said, then reached for the intercom, "All members, prepare for emergency teleport." She flew off towards the teleporters, the other Leaguers in tow, then called back to Mister Terrific, "Send us first; give the others a chance to put their pants on."

As the Leaguers began to be teleported away to various locations, Mister Terrific sent out messages to every member who wasn't on duty already; within minutes, every hero was ready to fight.

Metro Tower

"Okay, let's get these people locked up," Superman said, leading Bizarro away by the shoulder, "It sounds like we've got a fight on our hands."

Giganta barred his path. "If you think you're locking us up while the whole world is under attack, you've got two fights on your hands."

The heroes and villains faced each other, charging up powers or pointing weapons. Diamondhead was staring at Toyman, whose frozen, plastic face creeped him out. Batman stepped forward.

"She's right," he said, "We'll need all the bodies we can throw at this."

"Oh, come on!" Superman half-yelled, "It's Lex-flippin'-Luthor! Why should we trust him!?"

"Hey, it's our world, too!" Atomic Skull protested, before Luthor walked up to Superman.

"Let's be clear about this. We're not helping you save the world; you're helping me get revenge on Darkseid!" he gave Superman a hard look, "When this is over, it's back to business as usual."

Diamondhead rolled his eyes. Whatever helps you sleep at night, baldy, he thought.

Superman didn't even blink. "I wouldn't have it any other way."

"You get all that?" Wonder Woman asked Mister Terrific.

"Yeah, but are you sure about this?"

"Trust, but verify," she said, as both villains and heroes made their way to the teleporters, "Put the bad guys on teams with regular Leaguers."

Diamondhead ended up with Superman, Batman and Luthor for teammates; the four waited on the teleporter pad.

"Search through the telemetry of the attack-groups," Batman said, "Then find the best-protected mothership; that's where Darkseid will be."

"That's where I want to go," Superman said.

"I imagine so," Mister Terrific said, "It's on the other side of Metropolis, hovering over the Daily Planet."

In a flash of light, the four were away.

Washington DC

Shayera, Doctor Fate and Atomic Skull had been grouped together and teleported right in front of the White House; they were the only thing standing between the President of the United States and a swarm of Para-Demons, the mainstay of Darkseid's army. The creatures were humanoid in shape, with hunched backs and a massive under-bite. They wore green-and-gold armor, and could fly with their stubby wings.

Unlike with most enemies, no one had to worry about killing the creatures; they were basically organic robots, the only emotion they had was hatred. This meant that the two heroes and villain didn't hold back.

Shayera shattered skulls with her mace, while Fate turned them into dust with his magic; Atomic Skull, the only one on the ground, vaporized any Para-Demon he could see.

Paris

While Darkseid's troops were consolidating their position around the Eiffel Tower, Green Lantern, Flash and Giganta teleported in. Lantern went after the ships in the sky, while Flash ran after the troops on the ground; Giganta grew in size, until she was as tall as the Eiffel Tower itself, then swiped a pack of Para-Demons off of the structure.

Flash almost ran right into a tank, but a massive foot came down, crushing it like a soda can. Flash looked up at the size-changer and gave a mock-salute, before running off again.

The Great Wall of China

Wonder Woman, Vigilante, Shining Knight and the villainess Star Sapphire were in the thick of it; they not only had to defeat the invaders, but also protect the thousands of tourists that were desperately trying to escape.

Unbeknownst to everyone, however, there were two people who didn't need saving. The man placed his hand on the woman's shoulder.

"I need to help," he said.

"I know," the woman replied, "but you won't be going alone; I'll be back soon with some friends."

"Don't take too long," the man said, gently stroking her cheek.

The woman smiled and stepped back. "Just save some for me."

She snapped her fingers and disappeared in a flash of violet light. The man smiled, then ran towards the fighting. At first, Wonder Woman was confused as to why a random person was running towards the fight, but before she could warn him away, the man transformed into a dragon! The creature flew into the air and crushed a dozen Para-Demons before shapeshifting into…

"J'onn!" Wonder Woman said happily, "I thought you and Verdona were on vacation in Hawaii?"

"We were," the Martian Manhunter said as he punched another Para-Demon, "but then we came here; I was planning to propose to Verdona, but then all of this happened."

"You were planning to propose?" Wonder Woman asked, even as she deflected a blast of energy with her bracelets, "Where is Verdona, anyway?"

"She went to get help," J'onn said, "but she'll be back soon."

"I expect more details on this proposal, J'onn," Wonder Woman said, smiling despite the danger, "As soon as this is over, I mean."

"Of course," J'onn said, an uncharacteristic grin on his face, "First things first, after all."

With a yell, the team charged.

San Francisco

Supergirl's team was one of several that didn't have one of the villains attached to it. Still, between her, Long Shadow, Captain Marvel and Ship, they were more than capable of handling anything that Apokolips could throw at them.

Long Shadow grew to his maximum size, then proceeded to crush a column of dragon-headed tanks that were rolling down the street. Captain Marvel flew across the city at blinding speeds, smashing through any Para-Demons that he saw, while Supergirl and Ship set themselves the task of shooting down the ships hovering over the city.

Exciting, isn't it, kid? She thought to her unborn child; Guess this'll be par for the course for you, huh?

Metropolis

Superman, Batman, Diamondhead and Lex Luthor were teleported to the top of the Daily Planet. Above them was a massive ship; it was vaguely U-shaped, but more angular. It was graceless and ugly and promised nothing but death.

"I've seen bigger," Diamondhead said nonchalantly.

Their attention to the ship was diverted by a screeching pack of Para-Demons. Luthor drew both of his pistols.

"Back off," he snarled, opening fire.

Diamondhead followed suit, launching shards of crystal from his hands to impale the monsters; Superman fired bursts of heat-vision, while Batman threw explosive batarangs. Despite this, however, a dozen Para-Demons tried to dog-pile Diamondhead, who stared at them calmly before disappearing in a flash of green light.

"BALL WEEVIL!" a tiny, almost adorable insect cried out. The little bug hopped backwards, avoiding the Para-Demons, then spat a large ball of plasma, scattering them. The Para-Demons tried surrounding him, so he transformed again, this time into a human-sized, bipedal grasshopper.

"CRASHHOPPER!" the alien yelled, before jumping incredibly high; Crashhopper kicked a flying Para-Demon in the face before falling back down, landing on another one.

"Was there a plan here?" Luthor asked, shooting another Para-Demon.

Batman took a moment to take down his own opponent with a pair of electrically-charged brass knuckles.

"Take out the small-fry until we attract the big fish's attention."

"Ha!" Luthor scoffed, "With everything that's going on, I'll bet he never even notices us!"

As soon as he said that, a large light appeared from the belly of the mothership; the Para-Demons all ceased their attacks and began to grovel.

"You're on," Crashhopper replied.

"I'll take some of that action," Superman said.

From the light, Darkseid himself floated down to the roof of the building; the lord of Apokolips didn't even glance at the others, his eyes staring only at Superman.

"I hope you appreciate, Kal-El, that everything that happens from this point, is on your head." Despite his voice not rising in volume, every word spoken seemed to be filled with more and more menace. "The skies will rain fire, the oceans will boil, and the streets will run red with the blood of billions. Only then, after your last pitiful hope is extinguished, will I end your life; let's go."

Before anyone, even Superman, could react, Luthor let out a wild yell and leapt and Darkseid; the warlord only held out a hand to suspend the human in crackling energy.

"You destroyed Brainiac!" Luthor roared, "I'm going to make you pay!"

"Unlikely," Darkseid replied; without moving a muscle, he sent Luthor flying off of the roof.

Batman jumped after him, catching Luthor before using his grappler to swing both of them onto a lower floor of the Daily Planet. Crashhopper glared at Darkseid.

"Oh, you think you're so scary? I'll show you what's really scary!" he vanished in a flash of green light. "TOEPICK!"

Ben hadn't used Toepick since the attack on the Watchtower, but against Darkseid, someone who had beaten Brainiac, the Justice League and anyone else who got in his way, Ben decided to throw his big guns at him.

Toepick stepped in front of Superman, keeping his back to him, and opened his helmet; the full force of his fear-inducing face was let loose. Even the brains of the Para-Demons who saw it fell down, twitching; Darkseid, however, barely raised an eyebrow.

"That's it?" he asked, sounding almost amused, "I have witnessed, and committed, acts that would make you look like a pleasant dream, creature; fear has no hold over me."

Toepick was dumbstruck. "Okay, that's… new."

"I'm more powerful than I've ever been," Darkseid said, ignoring Toepick and focusing on Superman, "The last time you and I fought, you could barely hold your own."

"Funny," Superman said, unimpressed by the boast, "that's not how I remember it."

"Allow me to refresh your memory." Darkseid walked up to the massive metal globe that was the Daily Planet's trademark and effortlessly lifted it up. With barely a grunt, he hurled it at Superman, who tried to catch it, but was slammed through the entire building. Toepick, who had transformed into Jet Ray, tried distracting Darkseid with neuroshock beams, but they didn't even faze him.

Okay, so Toepick didn't do squat, Jet Ray thought, and I'm betting that most of my aliens can't hurt this guy; let's see how he likes this!

Hovering over the edge of the Daily Planet, Jet Ray disappeared in flash of green light.

"WAY BIG!"

This time, Darkseid actually looked at the massive alien, though more out of interest in the new form, rather than actual fear.

"But wait, there's more!" Way Big boomed, before the Ultimatrix symbol sprouted four spikes, and the giant alien grew even larger, "ULTIMATE WAY BIG!"

Ultimate Way Big reached back, then put all of his strength into one blow; he felt his fist connect, satisfied that nothing could take a hit like that and keep standing. To his shock, not only had Darkseid not been hurt by the blow, he had stopped his fist with one hand!

That's… that's not possible! Ultimate Way Big thought.

"Is that all you can do?" Darkseid asked, disappointed, "I was hoping for something of a challenge."

Then Darkseid's eyes glowed brighter, and a pair of energy-beams shot out; however, instead of striking Ultimate Way Big's fist, the beams made a ninety-degree turn, straight up, then another one, striking Ultimate Way Big in the face, specifically, his crest.

What Darkseid didn't know was that To'kustar, even a hyper-evolved one like Ultimate Way Big, had one glaring weakness: if enough force was applied to the crest on their head, it could disable them. Darkseid had hit Ultimate Way Big hard enough to shatter a mountain, knocking the giant out instantly; he turned back into Way Big, then back into Ben…

… and then vanished.

Washington DC

Shayera took a moment to breathe; she and her team had been fighting nonstop, and it was starting to get to her. From the reports she'd heard, the League was holding their own on every front, but something was strange; weird, misshapen towers were being planted into the ground, and no one knew why.

That question was answered a moment later by a message from Mister Terrific. "Attention, all points: we now know what the invaders are trying to do. Those machines are magma-towers, trying to tap into the Earth's core; if they succeed, it'll be Apokolips on Earth, but we will not let them succeed. Your primary targets are those towers; destroy them at all costs!"

"You heard the man!" Shayera said to Fate and Atomic Skull, "Rock and roll!"

She picked up Atomic Skull and lifted him into the air, where he used his nuclear breath to annihilate an entire swarm of Para-Demons. Doctor Fate simply opened up a door in midair, which sucked in dozens of troops, locking them away in a pocket-dimension forever.

Shayera dropped Atomic Skull off at the base of the tower, then landed next to him and inspected the machine.

"Some of this stuff is exposed," she said, "I'll take care of it, you just cover me!"

Atomic Skull nodded, then tackled a nearby Para-Demon; while he was wrestling with that one, however, another threw a spear, impaling Shayera's wing. With a scream of pain, she fell to the ground; Doctor Fate saw another Para-Demon approach his incapacitated teammate and launched a crescent-shaped wave of magical energy that decapitated the monster.

Giving a weak nod of thanks to the sorcerer, Shayera yanked the spear out of her wing, stood up, then drove her crackling mace into the guts of the machine; the feedback it caused made part of the tower explode, sending Shayera flying into the arms of Atomic Skull.

"Get out of here!" he shouted, as he carried the Thanagarian to safety, "It's gonna blow!"

Just as they reached a safe distance, the tower exploded, taking out the remaining Para-Demons as it did.

"Yeah!" Atomic Skull cheered.

Paris

Flash spun his arms around, creating a pair of tornadoes that blasted a pack of Para-Demons at Giganta, who squashed them between her enormous hands.

"We gotta find a way to take this thing out for good!" Green Lantern said, jerking his thumb at magma-tower.

"Why don't you just throw it into the sun?" Flash asked, before seeing the expression of Lantern's face. "Yeah, I guess that was pretty stupid idea."

"No, wait," Lantern said, "maybe you're on to something. But I'll need more leverage… and a trench!"

"On it!" Flash said, then ran around the tower; in a few seconds, he'd created a trench. "Now what?"

Green Lantern focused his ring, creating a medieval catapult underneath the tower.

"Oh, cool!" Flash said; the catapult launched, sending the tower flying into the air.

"Doesn't look like it quite made escape-velocity," Green Lantern commented.

"Nope," Flash agreed, as the tower hit one of Darkseid's cruisers, causing both to explode, "Good effort, though."

The Great Wall of China

"This is getting us nowhere!" Wonder Woman said, even as she threw a tank at a cruiser, "There are too many to push through!"

"We need only hold out for a little longer," J'onn said, punching aside a Para-Demon.

"How much longer?" Wonder Woman asked.

"Not long, dear," Verdona's voice rang out from behind them, just as a blast of Mana took down a dozen Para-Demons.

"I am glad that you have returned," J'onn said, smiling, "did you bring help?"

"Of course," Verdona said, then snapped her fingers. A pink flash of light appeared on the Wall; when it faded, the Plumbers were there!

"All right!" Manny cheered, cracking the knuckles on two of his arms, "Let's get these freaks!"

"Race you there!" Helen said as she rushed off, only pausing to kick a Para-Demon in the face.

One of the cruisers tried to fire on them, but Cooper only looked at it; under his power, the ship disassembled itself, then put itself back together as a giant robot. Cheering, the heroes all made their way to the magma-tower; it didn't stand a chance.

San Francisco

"These guys are really getting on my nerves!" Supergirl shouted, blasting apart another cruiser with more power than was strictly necessary.

"Ship, ship?" Ship asked.

"No, that is not the hormones talking!" Supergirl growled, before freezing a group of Para-Demons with her Arctic breath.

"Ship…" Ship said doubtfully.

However, Supergirl was telling the truth; a few minutes ago, she'd felt something strange, almost like a kick inside of her. But that shouldn't have been possible; she shouldn't have been able to feel anything from her baby for at least another couple of months. What was more disturbing, however, was the feeling of dread that came after the kick faded; during that time, her thoughts had drifted to Ben. Had something happened to her husband?

"Hey, Supergirl," Long Shadow said, batting away a Para-Demon that got too close, "are you okay?"

Supergirl shook herself out of her thoughts. "Yeah, I'm fine, Ship's just being a worrywart."

"Ship!" the alien said indignantly.

"Come on," Captain Marvel said, flying over to them, "the tower's not too far away."

"Yeah," Supergirl said, then pointed to the hundreds of troops, tanks and ships in the way, "we just have to get through all of that, first!"

"Not to worry, chums!" a voice said, causing the Leaguers to turn, "The Ultimen are here!"

"Guys!" Long Shadow said, happy to see his old team again.

"It's been too long, Shadow!" Wind Dragon said, making a play on Long Shadow's name.

"We didn't come alone, though," Shifter said, "Verdona brought someone else when she was getting us."

Before they could ask who, the Leaguers saw a tall, golden being float in front of them. Amazo nodded at them.

Hello to you all.

He glanced at Supergirl.

I apologize for any harm I did to you when we first met.

Supergirl shrugged. "No big deal; if you still want to apologize, you can do it after we save the day."

Amazo nodded, and led the charge. Still, Supergirl could feel the apprehension return; what had happened to Ben?

Metropolis

Ben slowly opened his eyes, then snapped them open; he wasn't in pain. How could that be? He struggled to his feet and noticed something odd; everything had stopped, the people around him, the occasional Para-Demon, everything.

"Only one person can do this," Ben said to himself.

"I'm glad that you were able to figure it out so quickly," the voice of Professor Paradox agreed; Ben turned to see the time-walker smiling at him.

"Paradox, what's going on? The last thing I remember is Darkseid beating me as Ultimate Way Big…" Ben looked down dejectedly, "I got my butt kicked."

"You can't win every battle, Ben," Paradox consoled, "I would have thought you had realized that by now."

Ben nodded. "I know, but still, Ultimate Way Big was one of my heaviest hitters; if even he can't hurt Darkseid…"

"You have one more option, Ben," Paradox said, "the one alien you deliberately locked away."

Ben's eyes went wide. "You don't mean…"

"I do," Paradox said, completely serious.

"They never listen to me!" Ben shouted, "What makes you think they'll work together to stop Darkseid."

"Because Darkseid is a threat to them and everything they do," Paradox answered, "and they agreed long ago that anyone who seeks what Darkseid seeks must be stopped."

"What does Darkseid want?" Ben asked, "Besides killing Superman and everyone on Earth, I mean."

"He seeks the Anti-Life Equation," Paradox said, "a type of code that will end all life in this and every other universe. Normal creatures would not be the only things affected; Anodites, as well as… them. Even I might be affected, though I'm not completely sure about that."

"So that's why they might help me," Ben said, "just self-preservation?"

"Well, that and that they don't like when someone comes along to undo what they've created," Paradox said; he pulled out his gold pocket watch. "We'll be arriving in a moment; you might want to get ready."

"Ready?" Ben asked, confused, "Shouldn't I just transform into him now?"

"You'll know when the time is right," Paradox said, "but for now, I suggest Atomix."

"Got it," Ben grinned, then disappeared in a flash of green light, "ATOMIX!"

Around them, time began to moving again; the civilians began running again, soon leaving the street empty, save for Atomix and Paradox.

"Now what, Professor?" Atomix asked.

"We must go back to the Daily Planet," Paradox said, walking off. Atomix followed him; when they reached the semi-destroyed building, they found Darkseid lifting Superman up by the throat.

"Don't leave us yet, Kal-El," Darkseid said, "I want you to see your adopted world bow down before me; only then, will I allow you death's sweet release."

"Death is rather sweet," Paradox commented softly to Atomix, "I've spoken with her enough to know."

Atomix ignored the professor, preparing to move in, but Batman beat him to it, throwing an explosive batarang at Darkseid's arm. The explosion didn't hurt him, but it was surprising enough to make him let go. Luthor walked around the Dark Knight and unleashed a fusillade of bullets, which only made Darkseid raise an eyebrow.

"Para-Demons," he said to his attendant troops, "dispose of these annoyances."

The monsters flew in to do their master's bidding, but half of them were vaporized by an energy-blast, courtesy of Atomix.

"I believe I owe you a rematch, Darkseid!" Atomix yelled.

"A new form?" Darkseid looked amused, "I shall enjoy breaking this one as well."

Atomix flew forward and delivered an uppercut to Darkseid's jaw; this time, the explosion of energy from the blow actually made Darkseid grunt in pain, much to Atomix's satisfaction. Darkseid recovered, then grabbed Atomix's wrist and flipped him, introducing him painfully to the ground.

"Is that all you've got?" Atomix asked, getting up, "I'm just getting warmed up!"

Then he halted as a sharp pain entered his chest; he looked down to see Darkseid's fist impaling him!

"Then allow me to cool you off," Darkseid said, "Let the heat of your rage be dispelled in death."

Atomix fell backwards, the green energy leaking out, leaving him more and more empty. Invisible to all, Paradox observed the fight with mild concern.

"Can he do it?" he asked the woman who had appeared beside him, "Or is it his time?"

"I don't know," Death said, her head tilted in curiosity, "It could go either way; that is why I haven't taken him yet."

"Ben!" Superman shouted; he had awakened in time to see his cousin-in-law fall. Enraged, he flew forward and smashed Darkseid into a pile of rubble.

Batman was concerned, but he was unable to help, since he and Luthor were still surrounded by Para-Demons; Luthor noticed that Batman was no longer using any of his gadgets.

"Problem?" Luthor asked.

"I'm out," Batman replied.

"Take my extra," Luthor offered one of his pistols.

"Not my style," Batman said.

"Suit yourself," Luthor said, "I'm planning to live through this."

Spotting a break in the circle of monsters, the two ran off, Luthor providing covering fire as they moved. Across from them, Superman was still fighting Darkseid; he threw a punch, which Darkseid caught and countered with a headbutt, sending Superman reeling back.

Not wanting to see another teammate killed, Batman used a fallen spear as a pole-vault, his feet striking Darkseid in the side; with the pile of rubble as unsteady as it was, Darkseid stumbled. When he recovered, he glared at Batman.

"Flea," he said dismissively, then fired his eye-beams; Batman fled off of the pile, barely avoiding the beam, letting a Para-Demon take the hit instead. However, he still collided headfirst into a piece of metal, knocking himself out.

"Impressive," Darkseid said, his compliment sincere, "no one has ever avoided my Omega Beam before; I wonder if the other one is as agile."

He turned to stare at Luthor, his Omega Beam charging again. At that moment, the courage that Luthor had been running on abandoned him; without looking back, he ran away and didn't stop.

"Excellent strategy," Darkseid said.

Superman glared at Lex's retreating form. "Luthor!"

He would have said more, but Darkseid kicked him back to the ground.

"Your friends have abandoned you, or fallen before my might," Darkseid delivered a devastating barrage of punches, knocking Superman to the ground, before hefting him over his head, "Super or otherwise, you're merely a man, while I… am a god."

Not good, Atomix thought, I'm fading fast… I can barely think. Okay, if he's my only shot, I guess I have no choice.

With the last of his strength, Atomix sent a mental command to the Ultimatrix and disappeared in a flash of green light. In his place was a seven-foot humanoid. He was shaped like a human, save for the three crests that rose out of his head; his entire body was black as the void itself, yet was dotted by distant stars. It was as if someone had taken a part of the night sky and poured it into a glass man. The only part of him with any different color was the green Ultimatrix symbol on his chest.

When he spoke, he did so with three voices. One was a deep, male voice, one was a gentle, feminine voice, and the third was Ben's voice.

"ALIEN X!"

Batman awoke just in time to take in the scene: Ben was alive, much to his relief, but he had turned into something he'd never seen before, and wasn't moving. Darkseid had just brought Superman's back onto his knee; if it weren't for his durability, Superman would have had a broken spine.

"You should help Superman," Paradox said from behind him.

"What about Ben?" Batman asked, barely blinking at the appearance of the time-walker.

"Ben will be fine," Paradox answered, "He has turned into the most powerful being in this or any other universe: Alien X, of the Celestialsapien race."

"What can he do?" Batman asked; Ben had never mentioned this Alien X before.

"Alien X can do anything," Paradox said calmly, "he is omnipotent."

"… And why isn't he doing anything?"

"He's debating." Paradox pointed back to Superman and Darkseid, "You really should do something."

Seeing that Paradox wasn't going to tell him anything useful, Batman moved, diving on top of Darkseid and putting him in a headlock.

"You still try to fight?" Darkseid asked, then hurled the Dark Knight away. "Can't you see that it's hopeless?"

He turned back to finish off the Kryptonian, but was surprised when the Man of Steel flew forward and punched him into a wall. Darkseid gasped in very real pain; Superman had never hit that hard before! He struggled to get up, but Superman rushed up and lifted him by the throat.

"That man won't quit as long as he can still draw a breath; none of my teammates would," Superman said darkly, "But I have a different problem."

With a single blow, Superman knocked Darkseid out of the remains of the Daily Planet and out onto the street.

"I feel like I live in a world made of cardboard," Superman said, walking up, "I have to take constant care not to break something, or someone; never allowing myself to lose control, even for a moment, or someone die."

Darkseid tried to fight back, but Superman put him back on the ground. "But you can take it, can't you, big man? What we have here is a rare opportunity for me to cut loose, and show you just how powerful I really am."

With that, he flew forward and this time, when he hit Darkseid, he didn't hold back; the blow was so strong that every window within ten blocks was shattered into dust. Darkseid was sent hurtling through half a dozen buildings when Superman disappeared, then reappeared directly in front of him. He brought his hands together and brought them down on Darkseid, driving him a hundred feet down onto the street below.

Darkseid hauled himself up and looked around at the fifty-foot crater he'd made; he looked up to see Superman floating down, his arms crossed.

"Had enough?" he asked.

"Not quite yet." Darkseid said.

Superman charged again, but this time, Darkseid flung out a crackling web of energy; as soon as it touched him, Superman screamed in agony and fell to the ground.

"It's called the Agony Matrix," Darkseid explained as he approached, "It directly stimulates the feeling of pain. Imagine the worst pain you've ever felt, times a thousand; then, let that continue forever. Oh, that's right; you don't have to imagine."

Of all the aliens at Ben's disposal, Alien X was the only one he had never talked about; he was actually afraid of what people, especially Batman and Question, would say if they knew that Ben had an alien that was literally omnipotent. However, Alien X was also one of the most useless forms in Ben's repertoire.

At the moment, Ben found himself within the mind of Alien X, which appeared to be the darkness of space, with stars in the distance. Of course, he wasn't alone; the other two personalities within Alien X, and the reasons for his uselessness, were also there.

They appeared as giant green faces, but without eyes, the empty sockets revealing only the space behind them. On one side was Bellicus, the embodiment of rage and aggression; on the other side was Serena, embodiment of love and compassion. The two were constantly debating on what actions to take, but unable to agree on anything, and Ben could never get any of them to do what he wanted. During the occasional time he had turned into Alien X, he had just stood there, like a useless statue.

Now, this form was his only hope.

"Motion to welcome our friend, Ben Tennyson?" Serena asked pleasantly.

"Motion denied!" Bellicus said, scowling, "He only came here because of that interfering time-walker."

"Yes and no," Ben admitted, "Paradox did say to go Alien X, but only because you guys are my only hope!"

"Motion to hear him out?" Serena asked again.

Bellicus thought about it for a moment; in the past, Ben had told them that he had other aliens who could do the job, and now he was back. Bellicus had to admit that he was curious.

"Seconded!" he shouted, "Motion carried! What is so important?"

"It's Darkseid," Ben said, then paused; he could have sworn he saw a flicker of something—fear?—flit across their features, "He's too strong for any of my other aliens; even Ultimate Way Big and Atomix got beat! And if he wins here, he'll go to other worlds and destroy them, and then he'll find this Anti-Life Equation thing, and everything will be destroyed!"

The flicker of fear was now definitely present; Bellicus and Serena were almost trembling. Ben never thought he'd see any part of an omnipotent being scared, but it looked like Celestialsapiens really did fear something.

"So…" Ben said hopefully, "motion to beat Darkseid and save all of reality?"

Bellicus and Serena glanced at each other before saying as one, "Seconded! Motion carried!"

Darkseid was almost amazed when Superman actually tried to struggle to his feet; granted, the attempt only lasted for a moment, before the Kryptonian fell back down.

"You're still alive?" Darkseid asked, "You impress me, Kal-El. Moreover, your valor has touched my heart; oh yes, there is still some small part of me that knows mercy, so I shall end your pain, with something special I've been saving for just this occasion." He took a piece of armor off of his arm, revealing it to be a Kryptonite dagger. "I'm going to carve out your heart and mount it on a pike in my throne room."

He moved in for the kill, when a voice stopped him.

"Seconded! Defeating Darkseid motion carried!"

Darkseid found himself being lifted into the air by an unknown force, and was then hurled half a block backwards; he landed at the feet of a strange-looking creature, seemingly cut from the infinite universe itself.

"What are you?" Darkseid asked; for some reason, this creature made him… uneasy.

"We are Alien X," the creature replied, "and you are an insect to be crushed, a disease to be cured."

Darkseid snarled at the arrogance of that statement and unleashed his Omega Beam; this time, however, Alien X waved his hand, and the attack struck Darkseid, instead! The lord of Apokolips roared in pain and stumbled, right into the path of Alien X's fist; it looked like a gentle push, but felt like a thousand Supermans had put all of that power into a single blow!

The punch was so strong that Darkseid was knocked into low orbit, before Alien X waved his hand again to increase Darkseid's gravity exponentially, slamming him back down onto the ground. While the impact should have left a mile-deep crater, Alien X waved his hand and made the ground unyielding, which not only prevented damage to the city, but also ended up hurting Darkseid more.

"Get up," Alien X demanded, all three of his voices tinged with anger, "We are not finished with you."

Gritting his teeth, Darkseid hauled himself painfully to his feet, preparing for another round.

"Hey, while we're here," Ben said from within Alien X's mind, "could we fix everything Darkseid's forces have done to the planet and everyone on it?"

"Seconded!" Alien X cried out, waving his hand, "Restoration motion carried!"

Across the world, every building that had been damaged was fixed, and every injury was healed; down the street, Superman rose, the Agony Matrix gone, not even the memory of the pain remaining.

"Superman!" The Kryptonian turned to see a recovered Batman as well. "Glad to see you're all right, Clark."

"You too, Bruce." Superman looked Darkseid, who was attempting to punch his way through an invisible barrier between him and… "What is that? Is that Ben?"

"It is," Batman said, "Paradox told me it's called Alien X; we always wondered what Ben's most powerful alien was, and now we've got it."

"What can he do?" Superman asked, "What's his power?"

"Omnipotence," Batman said, then elaborated upon seeing Superman's confusion, "He can make his thoughts into reality; he could blink, and that would be all it took to end the universe itself."

Had Batman any less self-control, he would have laughed at the dumbfounded expression on Superman's face.

"You cannot win," the voice of Alien X caused both heroes to return their attention to the fight, "Surrender, and we may yet show mercy."

"Never!" Darkseid threw another punch, but with a wave of Alien X's hand, he froze; not like he had been hit by an ice-attack, but like someone had hit the pause-button on him.

"You are no threat to us without the Anti-Life Equation," Alien X said, crossing his arms, "And now, we shall make sure that you never will be!"

"So, what shall we do with him?" Bellicus asked in an almost gleeful tone, "I move that we set him on fire for a thousand years, then feed him to rabid weasels, then toss him into a black hole!"

"As much as I actually want to agree with you, Bellicus," Ben said, much to everyone's surprise, "Darkseid would probably consider that a vacation." Then a thought occurred to him. "Hey, what about Darkseid's armies? They're still attacking."

"Not to worry, Ben," Serena answered calmly, "When we paused Darkseid, we did the same to his forces."

"Oh, cool." Ben scratched his head a moment, then said, "Maybe we should put them all back on Apokolips?"

"What!?" Bellicus demanded, "That's not a punishment! If anything, they'll just come back, and as fun as smacking around Darkseid is, I don't want to do it forever!"

"Well, Darkseid is searching for the Anti-Life Equation," Ben said, an idea coming to mind, "and it seems to be the only thing he wants. What if…"

For a few minutes, nothing happened. Batman and Superman watched as neither Darkseid nor Alien X moved. Batman explained that Ben was probably debating with the other two personalities over what to do next.

"Darkseid, we have chosen your punishment," Alien X said, then waved his hand, "All of your forces have been banished to Apokolips for all eternity. You shall share their fate; neither you nor any of your forces will ever leave your planet. Every day, you will be forced to stare at the stars that you wish to extinguish, unable to touch them or any other innocent in the universe. Motion carried!"

Darkseid could do nothing but snarl as he vanished.

"I still think we should have lit him on fire," Bellicus half-grumbled, half-whined.

"Now, now, dear," Serena comforted, "Ben's punishment was a wise one."

Ben shrugged. "I just thought that the worst punishment for someone who wants so much death would be to make them watch the universe live forever."

"Okay, I admit," Bellicus said, "that's a pretty good punishment. Not bad… for a snot-nosed brat, anyway."

"I guess there's only one thing left to do," Ben said…

"Seconded! Memory-erasing motion carried!" Alien X waved his hand one more time, then turned to Batman and Superman, "The Earth will never remember the horror that Darkseid unleashed upon them, nor will they know of our interference; the only ones who will remember will be the Justice League and their allies… should you require me, I shall be at the Metro Tower."

With a wave of his hand, Alien X vanished.

The invasion was over.

On the outskirts of Metropolis, Lex Luthor was still running; he hadn't stopped since Darkseid almost killed him. Still, he was only human, and he was getting tired; he ducked into an alley to catch his breath.

"Lex Luthor," a deep, gravelly voice said, "it is an honor to meet one such as yourself."

Luthor turned to see a large, muscular man in a tailored suit, his cultured appearance only marred by the long, slightly-wild hair on his head and the three ragged scars that crossed his face. At his side was a young boy in a dark suit, his hair curled upwards, like horns; he held a cat in his arms, which seemed to stare right into his soul.

"Vandal Savage," Luthor said, recognizing the pair, "and Klarion the Witch-Boy; what do you want?"

"Straight to the point, I see," Savage said, a hint of a smile on his face, "We are here to offer you a membership in our organization."

"Another Secret Society?" Luthor said disdainfully, "Sorry, but the last one I joined had the goal of turning everyone into apes; no, thanks."

"I assure you," Savage said, "our goals are far more grand than that. We have science, magic, politics and money, but we need someone whose organizational skills single-handedly kept a multinational corporation at the top of the game for years. We need you."

"I'm flattered, but I'd rather be on my own," Luthor said.

"We can hide you from the Justice League," Savage offered, "and it's not like you have anywhere else to go, correct?"

Savage had him there.

"Okay, fine," Luthor said, "I'll check it out, at least."

With a manic grin, Klarion waved his hand, opening a swirling black-and-red portal and stepped inside. Savage motioned for Luthor to follow him.

"All I ask is that you give us a chance, Mr. Luthor," he said.

"I believe that, once you see what we have planned, you too will want to step into the Light."

Metro Tower

After Darkseid's armies disappeared, the League, the Plumbers, Ultimen and the villains had all gathered together, where Superman told them what happened. He left out the part about who Alien X was, but everyone who wasn't a villain had figured it out. They weren't upset with Ben for keeping that kind of power a secret; they were more impressed, than anything else.

Above everyone, hidden away in a shadowy part of the Metro Tower where no one could see him, Ben was sitting down, resting after using that kind of power; he would be fine in a few more minutes, but at the moment, he was just happy to be leaning into his wife's arms… even if she was nagging him about trying to take on Darkseid alone.

"Seriously, what were you thinking?" she softly scolded, "Darkseid is on a whole other league than almost everyone!"

"I know," Ben said, "but I beat him, and that's all that matters, right?"

Supergirl grumbled, but didn't disagree.

"Still, I was worried about you."

"And I was worried about you," Ben said, gently rubbing her belly, where their child was growing, "both of you."

Supergirl smiled. "We're going to be really overprotective parents, aren't we?"

"Oh god, I hope not!" Ben said in mock-horror, "I got enough of that from my parents, thanks!"

Both of them shared a short laugh, and then Ben stood up.

"I think I've rested enough," he said, holding out his hand and pulling Supergirl to her feet, "Let's see what everyone else is doing."

Both walked over to the railing, where they saw that the heroes were discussing Lex Luthor, the only loose end in all of this.

"Maybe he's gone forever?" Superman suggested, "I mean, he was running pretty fast."

"And that may have been a ploy," Batman countered.

"What's the old saying?" Green Lantern asked, "Believe half of what you see…"

"And none of what you hear," Shayera finished, "He'll be back."

"And we'll be ready for him," J'onn said.

"Meanwhile," Wonder Woman said, approaching the villains, "it's high time that Luthor's partners-in-crime were locked up."

"Wait a minute!" Atomic Skull protested, "We help you guys save the world, and we don't even get any consideration? I mean, no one else remembers we helped you, but still…"

Superman and Batman shared a look; Superman only shrugged.

"You're right," Batman said, much to the shock of everyone, then gave the smallest of smiles, "Five-minute head-start."

"Five minutes!?" Atomic Skull asked, "Are you kidding!?"

Wonder Woman raised an eyebrow at him. "Four minutes, fifty seconds."

Without another word, the villains bolted, save for Giganta; she ran up to Flash, a coy smile on her face. Before she reached him, however, a small ball of green flame landed in front of her, courtesy of an irritated Fire.

"Don't even think about it," she warned. Giganta took the hint and hurried after the other villains.

The heroes did end up waiting for five minutes, then began walking outside.

"Is it like this all the time?" Cooper asked Ben.

"Nah," he said, shaking his head, "sometimes it gets weird."

The Plumbers and Ultimen laughed at that, while J'onn had his arm around Verdona's shoulders.

"We should be back in time for dinner," he told her.

"Oh good," Verdona said, her violet eyes twinkling, "and I know this lovely movie we could enjoy together… plus a few late-night activities that we could try out."

Seeing J'onn and Verdona together, and hearing their conversation, Flash dashed away and gave Fire a quick kiss.

"What was that for?" Fire asked.

"Two things," Flash said, "First, because I am so glad that we're dating; second, because I really needed to get the image of one of my best friends and Ben's grandma together out of my brain."

"A head-start, huh?" Superman asked Batman as they moved out, "You're getting soft in your old age."

"Don't you have a tall building to go leap?" Batman asked good-naturedly.

Wonder Woman smiled. "And the adventure continues."

The Justice League and their allies charged after the villains; as Ben ran down the stairs, Supergirl flying above him, he grinned and held up the Ultimatrix.

"It's Hero Time!"

When I started this story last year, I thought "huh, this'll be fun." Never in a million years did I think that it would be such a learning experience, nor did I think that it would be so well-received. If anything, I thought I would get a lot of hate for taking this story, but that wasn't the case. The amount of love from all of you has been a source of happiness for me that I cannot truly express.

Some people, however, have been truly wonderful, and I'd like to give them each a shout-out.

Ultimate10, for offering advice and support from the very beginning.

Bigby the Big Bad Wolf, for insight that I didn't have at the time, as well as being the first fan fiction author I ever regularly followed.

EchidnaPower, for giving me plenty of ideas and supplying information that I didn't even know existed.

Last, but not least, sandman7734 himself, my inspiration for this story would not be possible without you… oh, and thanks again for not killing me!

With the thank-you's done, I have some news about the sequel, "Ben 10: Unlimited Justice". It will not be coming out in a week, or even a month; as fun as this story has been, I need to recharge my batteries for this story. To be honest, superhero stories aren't my favorite, so I will be spending time on what I really like: War Stories. Keep an eye out for those, I'll be writing plenty! That being said, I'm not going to wait a year or something to write "Unlimited Justice", but I need a break from it for a while. When it does get posted, I will post an announcement on this story to let you all know.

And now, the last Muffin quote of this story!

We are the Muffins, my friends! And we'll keep on fighting til the end! We are the Muffins, We are the Muffins! No time for cupcakes, 'cause we are the Muffins… of the World!

Edit: Yes, I know it's been a really long time since I touched on this, but I wanted to let you all know that I now have a p-atreon (the site won't let me use the whole word, and that's annoying) account! If you want to help me get out of the financial problems I've been having, please go to and look up Joshua Gottlieb. Every little bit helps!