A/N: Exposition time! Sit back now as I explain how things work in my universe. You may want to grab some popcorn 'cause this may take a while….See how many references you can identify!

The assembled heroes of Earth—even if most of the ones present weren't actually from Earth—stood in amazement before one of the most powerful—and mischievous—entities in all existence.

Q. Of the Q Continuum.

"I need an aspirin." Dr. Strange muttered as he shook his head. "Q and Unicron…oy!"

"Unicron! I might've known it was Unicron!" Flash shook his head. "Uh…who's Unicron?"

"A planet. That devours everything in its path." Mister Miracle said numbly. "I've never seen it before…but I have heard of Unicron. Even Darkseid fears it."

"It's more than just a planet." Q cackled. "Unicron is a fallen god…the embodiement of what you mortals might call evil…he used to be called Cthulhu. When he fell he swore he'd avenge himself by destroying the universe. Opposing him was his 'good' counterpart, Primus. The two gods battled one another and ended up destroying the universe in the process."

"Um, if they destroyed the universe, then where are we?" Todd scratched his head.

"Story time mortals." Q rolled his eyes. "Primus and Unicron fought all the time. They're fighting caused the Big Bang that created the universe. Time went on and the two of them created a planet and each controlled half of it, trying to see if good and evil could co-exist. Turns out they couldn't. The planet ended up getting split in half and they went at it again, destroying the entire universe in the process. The world they created was the only thing that survived. The two halves each became their own worlds…New Genesis and Apokolips."

"So Darkseid…and Apokolips itself…are a creation of Unicron." Superman mused. "No wonder he's so powerful."

"In retrospect it makes sense." Jon Stewart said.

"In WHAT universe does that make sense?" Shayera demanded. "Speaking of which, if the universe was destroyed then how the hell did we all come to exist."

Q looked piqued at being interrupted. "As I was GOING to explain, Primus—with the help of some time-traveling Maltusians, the forerunners of the Guradians of Oa—managed to sew the pitifully few scraps of the old universe together to create a new one. But since there was so little left to work with, the universe became fractured."

"Fractured? How?" Captain America asked. Q explained.

"In the original universe there was only a single reality with a single timeline. There were no alternate realities, parallel universes, mirror universes, divergent timelines, or whatnot. The present universe isn't really a universe at all, but a MULTIVERSE with an infinite amount of dimensions and realities within it. Beings from the original universe: Primus, Unicron, and of course the Q, are solitary. There aren't alternate versions of us in other dimensions. There's only one of each of us. I, of course, am not bound to any timeline or dimension, nor are any Q. Primus and Unicron though, are tethered to one dimension at a time."

"Anyway, Unicron spent a lot of time licking his wounds from his last battle with Primus. Then he forged his new planet-eating body and set out to destroy the universe. Again."

"But if there's an infinite amount of realities and dimensions and Unicron can only exist in one at a time…" Wonder Woman worked out. "Then his task is—"

"Impossible? Yes. Have to admire him, he is a persistent bastard." Q mused. "Even if he isn't the sharpest tack. Well Primus spent the next couple of millennia shepherding and guiding the earliest, the eldest races to emerge and grow; leaving them instructions on how to counter Unicron. Then, drained after his battles with Unicron and recreating the universe, Primus fractured his being into two powerful objects to be utilized against Unicron."

"Unicron left this reality for a while, annihilating other universes, other dimensions before returning here to combat the only beings who could stop him—Primus' followers, the ones he imparted his knowledge to. So Unicron returned and utilized a trio of his favorite New Gods of Apokolips to aid him in his quest."

"How did he get them to go along?" Dr. Fate questioned.

"Power, the destruction of the foes…and most of all—the ultimate reward—to be devoured last. You see," Q smiled at the horrified looks on the heroes faces. "When you're as powerful and evil as Unicron you don't have to waste time making false deals that he'll break later. His followers will get what they want…until there's nothing else for Unicron to feast on."

"So many powerful empires were wiped out by Unicron. At least, powerful by your standards: The Rakata, the T'kon, the Iconians, the Zhell…Even the vaunted Green Lantern Corps was powerless against him."

"You mean the Corps fought Unicron?" Jon gaped. "How…"

"…Did it go?" Q finished. "Let me put it this way…ever thought it strange that there are only about three thousand or so Green Lanterns to patrol a galaxy of hundreds of billions of stars? Before Unicron: every sentient species and race had a member in the Corps…after Unicron there were a relative handful to cover 'sectors,' of course there were a lot fewer species in the galaxy when Unicron was finished, but you get the idea."

Ignoring the horrified look on Green Lantern's face, Q continued. "Oh yes, the Hurq, the Markab, the Dilgar, the Husnock, the Krenim, the Saiyans…they were all wiped out. And countless other races were left homeless: the Camaasi, Ryn, Vallorians, Kazon, Hirogen, Drakh, Vothian, El-Aurians—why Unicron couldn't have finished off that one race is something I will never forgive him for!—"

"Great Hromneer…" J'onn muttered, his green skin turning unnaturally pale. Q grinned at him.

"Don't feel too sorry for them not-so jolly green midget. The Imperium who wiped out Mars? Also had their home destroyed by Unicron. Just because they lost their home doesn't mean they're to be pitied. The Drakh are jerks too."

"But yes, Unicron went along destroying planet after planet: Vegeta, Humbarine, Emberlene, Telperion and Laurelin, Byss, Thallon, Rosalia, Krypton—"

"Wait, what?!" Superman exclaimed.

"—Namek, Lithone, Hongohr, Skoptenzana, Makuran…eh? You say something." Q asked in a bored voice.

"You said Krypton…but Krypton was destroyed by natural causes…" Superman stammered. Q looked at him pityingly.

"Hold onto your underoos and I'll break it down for you. Now, eventually the various races got their act together and united against Unicron. We're talking hundreds, thousands of interstellar races banding together."

"And?" Flash asked.

"They got slaughtered." Q said simply with a shrug. "Most of them—and their species—got wiped out. In wasn't until the elder races, the ones Primus helped along, got into the act that things changed: The Vok, the Vorlons, the Ellimists, the Shadows, the Walkers of Sigma 957, the Yonjii Sinhidrea(1) of Sector 8472, the Douwd, the Medusans, the Organians, the Thasians, the Metreons, the Guardians of Oa, and the New Gods of New Genesis threw THEIR might against Unicron and successfully banished him into a dimensional pocket beyond space and time."

"Okay, score one for the good guys." Captain America said. "But he got out?"

Q explained. "By removing Unicron from time they effectively erased Unicron from ever existing. That meant that the worlds he destroyed—like Krypton—were subject to the Retcon Effect."

"Retcon Effect?"

"When you screw with the timestream things that happened HAVE to happen anway but in a different manner so the outcome isn't really changed." Q explained.

"Who said what in the where now?" Pietro asked.

"Look," the Timebroker sighed. "Let's say you go back in time and change something. But for the timeline to not get messed up, the end result would have to stay the same. Even if it happens by another method. You go from Point A to Point C, stopping at Point B along the way. Even if you alter time and DON'T go the Point B you still have to arrived at Point C…even if you have to go through Point Z in order to get there. It causes me no end of headaches so please…don't go messing up time anymore!"

"And since Unicron was instrumental in forming the universe…" Trinity mused collectively. "If Unicron remained out of time the universe would cease to exist. So time HAD to snap Unicron back into reality so time wouldn't get destroyed."

"Huh? Is anyone else having trouble with this?" Pietro looked around.

"No, wait…I think I got it." Wanda said as she held a hand up to her head, warding off a headache. "Just get me a slide-rule and some LSD so I can make sure."

"It's like Galactus all over again." Reed Richards winced. Q corrected him.

"No…actually, Galactus—or Galan to use his birth name—was a New God who survived the destruction of the old universe. After Unicron was removed, the Elder Races realized that the universe still required balance and so invested him with the power to destroy worlds. Without him, the cosmic balance would fail. Galactus is a necessary force of nature: Unicron is evil and bent on universal annihilation. Do keep up."

"So Unicron is back and we're screwed?" Shayera doublechecked. "Why's he coming here? Of all planets it seems like he's making a beeline straight for us."

"And munching on Reptilon along the way." Allo grumbled.

"Use those pea-sized things called brains that evolution gave you and think about it!" Q snapped. "Have you ever noticed how Earth just happens to get visited by powerful, evil entities?"

"You mean Dick Cheney?" Shane asked.

"Beside him." Q looked towards Superman and then slowly turned his gaze towards Starfire.

"Trigon." Starfire realized.

"Darkseid." Superman breathed.

Q snapped his fingers and a dunce cap bearing the word 'DUH!' in great big letters appeared on Superman's head.

"Finally!" Q snapped. "They're two of the three Dark Gods of Apokolips Unicron recruited: Darkseid stayed on Apokolips while the other two, Trigon and one other, moved into other dimensional planes. Now, both Darkseid and Trigon were defeated...But why do you think everyone and their grandmother targets Earth? What's here? Just look around the room."

"Insanity?" Dr. Strange suggested.

"Superheroes?" Althea guessed. "Mutants and metahumans? Mystics and magicians?"

"Give the mermaid a gold star and a boyfriend who doesn't smell like a swamp." Q smirked. "Primus' lessons about Unicron made the Elder Races, the First Ones realize that they needed a weapon against him: An entire species of weapons to be exact. So first, Titania and Oberon—two denizens of New Genesis—came to Earth and brought with them magic and mystical items and knowledge. There children became the gods and goddesses of Human myth: Odin and Dagda, Amon Ra and Ahura Mazda, Zeus and Jupiter, Coyote and Raven and Quetzecoatal…all the pantheons of gods, goddesses, great spirits, titans, heroes, demigods, demons, and monsters of the Greeks, Romans, Aztecs, Incans, Egyptians, Mayans, Olmecs, Toltecs, Celts, Slavs, Norse, Sumerians, Babylonians, Assyrians, Mesopotamians, Persians, Indians, Indigenous peoples, Africans, and whatnot where in fact, children of Oberon and Titania—offspring of New Genesis—as are several non-human races of beings: Whitelighters, the Wolf Clan, the Cat People, the Inhumans, the Avatars, the Externals...Oberon and Titania and their brood created the various magical creatures of Earth and gave magic to humans and trained them in its use."

"But most humans feared and rejected magic, especially when more available technology came into play: humans who practice magic were driven underground, old gods were replaced with new ones, magical creatures and objects were hidden away protected by those who still believed in the old magic. Most have now returned to Avalon and from there—a separate dimension for all the magical creatures and beings. About 80 of all the magical creatures, beings, and objects have already left this world. What you all are familiar with represents merely a fifth of what once existed."

"The Dragon Council, the Lower Elements, and the Ministries of Magic guarded and kept the remaining magic and magical creatures secret from normal humans. Little by little, the magic is leaving Earth. Within half a millennium or so—assuming Unicron doesn't destroy the planet—all the dragons, unicorns, gargoyles, magical objects, centaurs, merfolk, wizards and witches and what have youll will have passed beyond Avalon, into another dimension, leaving no trace of magic behind them."

"But the First Ones believed in back up plans, so the Vorlons messed with humanity while it was still a little genetic broth, inserting the gene allowing for rapid and extreme mutation. How else do you think so much diversity could exist within a single species? As magic dwindles, mutation will grow to take its place. Within a few centuries or so, all humans will be 'mutants.' "

Stunned by the explanation of the origins of Unicron, magic, mutations, and indeed—the Universe itself, no one could think of anything to say for a good long time. Finally Batman broke the silence.

"You said that there were three underlings of Unicron." He reminded Q. "We've already defeated Darkseid and Trigon when they came…so who's the third?"

"Another extra-dimensional warlord bent on conquering Earth." Q smirked. "You see, the Terrible Trio hoped that by subjugating Earth they might use humanity as the weapon the Elder Races intended in order to overthrow Unicron. Obviously, Darkseid and Trigon failed. The last one will be even more desperate."

"And he is?" Superman asked. Q shrugged indifferently.

"Call's himself Shaokahn, ruler of Outworld. He'll be coming soon. Unicron will arrive in about one of your years so Shaokahn will hope to beat Unicron to the punch."

"Great so we have not one but two invasions to look forward to!" Nick Fury grumbled.

"We are definitely gonna need some help on this one." Captain America winced.

"And who will help you?" Q fleered. "Virtually all of the Elder Races have passed beyond this plane of existence for a higher one. Most of the races in the anti-Unicron alliance were wiped out, reduced to barbarism, or a retreated into isolation: The Vedrans, Arquillians, Than-Three-Kull, Kilrathi, Andalites, Irkens, Minbari, Go'auld, Juraians, Breen, Andorians, Tzenkethi, Taelons, Zentraedi, Mon Calamari, Chiss, Tenctonese, Utroms…all were powerful, dominant species who might have become powerful empires had they not chosen to turn inwards after the battle with Unicron and shy away from galatic exploration and conquest. Of all the races who participated in that battle, only three are still around: they grew stronger after the battle until they became the dominant races in this region of space: the Sh'iar, the Skrull, and the Kree…and they all hate one another too much to aid on another—much less commit troops, ships, and resources to a backwater world that's not part of any of their empires."

"Consider this your warning humans. Unicron is coming…and he hungers."

With a snap of his fingers, Q vanished. The Watcher did a moment later as well, leaving the assembled heroes of Earth alone to ponder the doom that was before them.

&&&

A/N: (1) Name created by AlbertG in his stories to describe the creepy alines from the Babylon 5 movie 'Third Space.'