Spider-Man Unlimited 2V

by Master Chief Spidey-117

Squeal to Code: Heart. Don't worry that story is being created as we speak. Bits of Angst

6. Chapter 6

Chapter 6: Confess to two love interests and getting out of the hosptial and into a new world!

In the hospital...

When Spidey finally woke up, the sun was shining bright and a little bit peeked into his eyes. He looked around and noticed that he wasn't in his dorm with his roommates, he was in a hospital bed. The walls were bland and boring execpt for a few pictures from sicks kids from the past.

On top of that, pain in Spidey's head and stomach made it clear, last night was not a dream, Spidey looked around the room and notices his sword and whip on a table near him, and he looked down and saw two certain someones with bubblegum pink hair and dark blue hair resting their heads on the foot of the bed, by their lack of moment Spidey determined that they fell asleep along with his pals, Riley, Blade Wolf, Beautifly, and Pikachu. Near the Muramasa blade and bullwhip were his beyblade and launcher and gear and the belt with the Pokeballs and his backpack.

"A-Aelita? D-Dawn?" Spidey said softly, so soft that they reamined asleep. Suddenly, his spider sense goes off as there was a loud creeking noise and Spidey turned his head towards the doorway.

Max and Tyson were standing there, open containers of yogurt in both their hands and smiles on their faces. "Your finally awake!" Max said, letting out a sigh of relief.

Tyson walked up to him and punched his arm softly. "So how's our hero feeling?" Tyson asked with a smile, Spidey took notice with the bandage upon his face. He felt the wound on his forehead heal quickly due to his healing ability, he gently took off the bandage off his head.

"How do you think I feel?" Spidey said with a smile, which quickly faded. "How long was I out?"

Max pulled up a seat from the corner and sat down. "Only about a day, doctors said that the surgery was successful but with your healing ability all of the wounds on your body are healing quite nicely and that yuo should be out in 2-3 days."

"Great..." Spidey rolled his eyes, not happy with being stuck in the hospital for that amount of time.

"Hey be happy you survived!" Tyson said leaning against the wall. "If we didn't show up when we did, those thugs would've finished the job even if your an superhuman spider or Ultimatrix wielder."

"It was you guys that saved me?" Spidey asked, sitting up in the bed upright, looking at Max and then Tyson.

Tyson nodded his head. "Me and the entire gang hurried over when Aelita called Dawn to us and told us what happened. Crap even Kai got rid of their boss with the knife."

"Kai?!" Spidey asked in shock. Even with the troubles between the both of them in the past and rocky relationship, Kai defended him.

"Yeah, he was really concerned when he heard the news." Max said, looking out the window before turning back to Spidey and placed a hand on his shoulder. "We're all just really happy that you're alright."

"Thank you." Spidey said with a smile before looking down at the sleeping girls again, he noticed that Aelita still dressed in the same clothes she wore last night. "What about them?" The tone in his voice is full of concern.

"They're alright, thanks to you." Tyson said with a smile. "If you weren't there, then they would be in the same positions as you if not worse."

"They refused to leave your bedside, they were crying all night for you." Max said with a smile, before standing up. "You're their hero!"

Max's final words made Aelita and Dawn jump a little, they rubbed their eyes a little and when they looked up they met the smiling face of Spidey. "Spidey!" They cheered, jumping up to give Spidey an either side affectionate hug.

Spidey cringed in pain, but he didn't complain and hugged them back.

"We better give them sometime alone." Max whispered to Tyson and they got Riley, Pikachu, Beautifly, and Blade Wolf up as they exited the room. "Sweet breakast!" Tyson silently cheered as he followed Max.

"Thank you so much Spidey!" Aelita and Dawn cuddled into his chest. "What you did was the bravest, nicest, and selfess thing we ever seen!"

"No need to thank me, my little mates." Spidey told them, rubbing their backs in a comforting manner. "Just knowing that your safe is the only reward I need."

Aelita and Dawn raised their heads and both stared into his eyes, some fresh tears forming in her eyes. "Do you really mean it?"

"Of course I do." Spidey smiled, wiping the wet tears from their eyes. "I'd do anything for both of you, Princesses."

Spidey suddenly had a revelation, the reason why he only found one of his partners was because he couldn't feel anything without a second partner. His true loves has been in front of him the whole time and he's happy at himself since it took him this long to realize it.

After a few minutes of staring into each other's beautiful eyes, it seemed like neither of them couldn't take it anymore. Spidey and both girls tilted their heads and leaned in for a long three way passionate kiss. After a long while, three of them finally separated.

Aelita looked like she was on Cloud 9. A relaxed smile is perched up on her face. Ever since she met the gang, all of them thought she would end up with Jeremy including herself. Which it did happened, but with him gone who will she count on to take care for you.

Secretly, Aelita has been interested in Spidey for a while but has been too scared to pull the trigger even with Dawn, a main reason for this was because she was afraid of what the others would think about it. Now Dawn has being her friend well she can share Spidey with her that she really doesn't care about what they think, all she knows now is that she needs Spidey."

"Does this mean what I think this means. I mean even if say I love you." Spidey asked, as large smile across his face as he stared at both their faces of the girls. How did he not notice how beautiful they were earlier?

"We love you too." Aelita and Dawn has matching smiles across their own faces, Dawn let Aelita to turned her head and drove in for another kiss as Dawn rested on his chest napping with her arms wrapped around Spidey's body.

As Spidey and Aelita were in a middle of a passionate kiss, the door creaked open and Kai entered the room and smirked when he saw the teens. He wore an purple pants with a purple top and black vest above with red stripes and yellow buttons. White scarf and cobalt blue face-paint, black fingerless gloves, and black boots/shoes with his belt holding his Beyblade launcher and beyblade. Then when the love birds didn't notice him, he crossed his arms and cleared his throat loudly causing the two teens to break apart.

"Oh sorry, was I interrupting something?" Kai asked, a smirk still visible on his face.

"N-No, we were just, uh…" Spidey scratched his head, trying to think of a legitimate excuse.

Kai shook his head and began walking towards his fellow teens. "Whatever it's none of my business." He said, standing over Spidey's bed. "Aelita, can you leave the room for a second so Spidey and I can talk privately?"

"Oh, um sure, I guess…" Aelita said as she got off of Spidey carrying Dawn in her arms and walk out of the room, closing the door behind her.

"How're you feeling Spidey?" Kai asked, pulling up a chair and crossed his legs casually.

Spidey just shrugged his shoulders. "Good, I guess."

"Well, you're lucky we came when we did." Kai reached into his pocket and pulled out a couple pieces of gum. "Want one?"

"I'm good, thanks." Spidey said, facing his head towards the ceiling. "But why'd you do it, I mean we've had a rough relationship in the past."

"Let me just say this Spidey." Kai moved his chair a little closer so Spidey can completely hear what he's saying. "You and me are not friends and we'll probably never be friends, but I have respect for you and you have the right to live just like everyone else."

Kai nodded in agreement, they don't have to be friends but they have enough respect for each other to help each other when they need it. But hey they already friends after that event with Black Dranzer beyblade.

"You have anything else you need to say to me?" Kai asked, getting ready to stand up from his chair.

Spidey thought about it for a second. In the past, he would've given Kai a piece of his mind because he going out with Juila. But that was before he realized his true feelings and found his soul mates in Aelita and Dawn. He does still care about Julia but he sees her in a big sister role now, like how Aelita sees Jeremy.

So Spidey just shook his head. "No, you can leave if you have something to do."

"Yeah, I promised Ray I go and battle with him." Kai said, standing up from his chair. "So I'll see ya later Spidey."

"Alright, later." Spidey said as Kai left the room, then Aelita returned a few minutes later.

"That was fast." Aelita commented as she walked towards the hospital bed. "Is everything alright?"

"Yeah, he just wanted to clear the air."

"That's good." Aelita pushed the chair Kai was sitting in towards in the direction were Ulrich's head is. "Now where were we?" Aelita tilted her head down and the two madly in love teens resumed their make out session.

A few hours later...

After they discharged Spidey from the hosptial they head to the school and well since it was dark outside they went to sleep.

Back at the factory...

In the supercomputer room, there was some things going on, in the scanner room three forms were coming out from Lyoko as the doors open up and three figures step out of them, the figures were Ulrich, Odd, and Yumi Lyoko forms as they have rides in their hands(the season 4 and 5 Lyoko forms) the third scanner doors closed again and second one did the same as it open again and revealed Aelita in her Lyoko along with Riley who looks like to the real one. They head for the elevator and go in as they took an another floor down and they saw the battery for the supercomputer, Odd walks to it and pulls the lever down shutting it down. Aelita was not effect by it due to the fact before that Jeremy died he already did away with antivirus for Aelita and the virus is not in her and the Lyoko forms didn't shut down either. You see they were to merged with the originals to give them their powers, weapons, rides, and costumes. They head for Kadic school.

Back at the school...

Aelita hadn't slept well this night. She spent most of the night tossing and turning.

In her dream...

Aelita was sitting on the brench by the vending machines when she saw Jeremy coming to her smiling brightly as Aelita's face lit up with happiness on her as she got up and hug him. "Jeremy." She said with bliss.

But something was off about him. She and him sit back down as Aelita was back away from Jeremy a bit.

"Hey Aelita. So what's up?" Jeremy asked with a nervous smile.

Aelita mock pouts at him. "You really are one of a kind you know that?"

"I aim to please Aelita."

Jeremy shifts over to Aelita's side. When he moves to touch him Aelita backs off he'll devirtualized on contact or something. "It's alright Aelita. Take my hand" he holds it out.

Aelita pauses her for a moment and thinks about it and slowly reaches for it and gently takes his hand. It's warm and he's still here. Aelita looks up into his eyes "Jeremy."

"Aelita?" Jeremy responds to her.

"What's happened?" she ask him.

"You tell me. It's your dream Princess" Jeremy gets a smirk on his face as he say the nickname for her.

Aelita can't help but smile in return but she can't help think this is all wrong. "Is this a dream or a nightmare?"

Jeremy tightens his grip on Aelita's hand "Yes it is but that doesn't make it any less real at least to you"

"So I'm not faking this time? Because the last thing I remember was moping for you."

"No your not faking but really Aelita I thought you would have learned that moping is a very dangerous thing. When you were dazed by the sun you may trigger a faker." Jeremy informs her as he adjusts his glasses.

"Ok you know a lot someone who is..." Aelita can't finish the sentence.

"Dead Aelita. You can say it."

"No I can't" she says back to her.

"Sure you can, you said it to your newest secret boyfriend. You tell anyone who asks about me. Like I don't know Spidey Parker."

"I can't say it. Not here. Not to myself. It hurts so much" Tears form in her eyes.

Jeremy moves in and wraps his arm around her "I know it does but this isn't good for you. You're actually having to remind youself to think about the good times. That should be given. It's time to let go of me"

"I can't. I love you"

"I love you too but I'm not the only one and it's time to let him in..." Jeremy breaks the hug and points at Aelita's heart "here"

Aelita's brow furrows with confusion "Are you asking to forget you?"

"No I'm asking you to do what you have done for everyone else. You accepted my death and moved on. Have you forgotten about me?"

"No of course I haven't"

"Excatly you cherish your memories of them and move on"

Aelita's mouth hangs open. "That's exactly what Spidey or Dawn said"

"Yeah I know. For once I'm glad that you got yourself a boyfriend who has the same smarts and better looking then me. But he has a good heart" Jeremy says with a note of jealously in his voice.

"Jeremy I told you..."

Jeremy cuts her off "Yeah, yeah, you and Spidey are just friends for now. Answer me this if you hadn't left Lyoko and I hadn't been around would you have considered a relationship with him and share him with Dawn."

"I,...I" Aelita can't answer it.

"Think about it, someone close to my IQ and a good sense of leadership and powers and say you don't think he's handsome"

Aelita speaks honestly "No I can't say that. He was, he is my friend but I had you"

"And at one time I was just your friend" Jeremy reminds her. "So now answer my question"

"Honestly?" she asks.

Jeremy nods and pushes up his glasses.

"Yes I would thought about a relationship with him." Truthfully Spidey had cared for her, perhaps more than he was willing to admit himself but he's loves Dawn and in the end he had chosen Dawn. But he if has enough love to go around, he will probably love Dawn and Aelita.

There's a silence. Aelita gets worried "Jeremy, are you going back to the computer, please don't do it again?"

Jeremy bursts out laughing. A loud all consuming laugh. Aelita is confused and worried. "Jeremy what's so funny?"

Jeremy get his laughter in check. "Oh it's just I stopped being mad at you after the second day when I was busy."

The second day? "Jeremy you left me for a week with that supercomputer"

"I know" Jeremy starts laughing again.

Aelita folds her arms across her chest and waits for Jeremy's laughter subsides "Oh you know perfectly well that look doesn't on me"

"A week Jeremy. Why did you leave me for a week?"

Jeremy shrugs. "I just wanted you to stew and it proved to me how much you loved me"

"I still love you" Aelita feels the need to add.

"And you always will. Doesn't mean you should drown yourself in sorrow and grief and try to kill yourself before you became happy again. I'm glad to Spidey had made a dent in that before you did it"

"What do you mean?"

"Are you happier since he's around now? And remember you don't lie"

"Yes" Aelita keeps the answer short.

Jeremy stands up "Right then that's all I needed to know. Well that and the fact I needed you to realise it"

Aelita rather concerned "Where are you going?"

Jeremy starts to visibly age and devertulize slowly in front of her eyes "Aelita I'm not really here"

Aelita reaches for his hand and grabs hold as Aelita stands up.

"Aelita let go" Jeremy says in a soft voice.

Tears are rolling down her cheeks. "No"

"Aelita you don't keeping dreaming about me. Stop living in the past."

"I need you" she pleads.

"Aelita I'm always around I'm just your guardian angel" his now wrinkled face and now disappeared legs has a smile and a glint in his eye. He points once more at her heart. "I'll always be here with you but not just alive as your guardian angel. I go where you go you see I see and I hear you hear. Let this place go. Let me go"

Aelita is torn. She understanding his point about letting go, moving on but for some reason she can't do it.

"Aelita? Aelita! Are you there"

Aelita and Jeremy turns to the voice and stood in front of the vending machines about 40 yards away is Spidey Parker in his spider suit "Spidey?"

Spidey has his hands on his chest and an annoyed/worried look on his face "Yes and what are you doing on the bench? There's work to do so get up or I'll come over there and slap you silly"

Aelita is so taken aback she doesn't realise she lets go of Jeremy's hand. Jeremy smiles and fades as he devirtualized fully behind Aelita mouthing in silence "I will always love you Aelita"

Aelita blushes and you know what? She justs runs at Spidey and tackles him to the ground, Aelita on top, she places her hands on Spidey's forearms, pinning him to the ground, preventing any further escape attempts. The boy was at her mercy. Her legs straddled his stomach, grabs his face and pulling her to his face and kissing on him.

When she finally did get to sleep she awoke only an hour later from the dream where she and Jeremy talk about letting him go but Aelita knows now she loves Spidey with Dawn and shares with him.

After that she got out of bed and she came to his dorm late one night out her sleeping clothes but with a backpack of her stuff inside. She open the door silently as she peered in the room of Spidey, John Cena, Raiden, Blade Wolf, Riley, Pikachu, and Beautifly. Aelita comes in as she looks at Spidey who was half asleep and she looked like some sort of angel out of his dreams.

And he was certain that she had told him Jeremie had let her go in a dream. He was too sleepy to feel her kiss his cheek.

Aelita gets out the room, closes the door and heads for the Eiffel tower in Paris, France which is the school in but she has an encounter with her Lyoko form but the form made no threats to hurt her, Aelita Lyoko helds out her hand and Aelita knows she wants to merged with her, they touched and suddenly the Lyoko form turns into data as she goes into Aelita Stones real one and Aelita has her abilities, wings, and energy field, and costume for as she runs into the forest and changes into her Lyoko form as she was surrounded in an bright pink sphere and she looks down on herself and smiles in approved, her hand wiping over her bracelet, pink energy wings sprouting from her back. Flapping them as she took to the air and heads for there.

Back in Spidey and his roomates room...

Spidey sleeping peacefully he starts to have an dream...

Spidey saw Jeremy stood on the other side of his shoulder gave a slight grin and pushed up his glasses. He looked content, happy even.

"Don't worry about me, I'm doing awesome!"

His words lifted him, he felt proud. Everywhere he looked was white, the color of good and innocent, while Jeremy were right in front of him, complimenting Spidey. His words were repetitive and sounded nothing like how they would talk, but it was nice.

"I'm here to help," Spidey claimed.

Suddenly, Jeremy frowned. He looked behind Spidey sadly. The picture was turning gray. Curiously, Spidey turned to find the last member of the group.

Aelita was facing awya from him, curled into a ball. She was letting out loud sobs that Spidey was surprised he didn't hear earlier. Every cry she gave out made things darker, until there was blackness surrounding him and Jeremy. Pressure on Spidey's shoulder caused him to turn his head.

Jeremy was there. He spoke softly, a whisper that Spidey nearly couldn't make out, "She's the one that needs your help. There's nothing you can do for me."

An second Jeremy was over his other shoulder with a maroon turtle neck shirt. "She's the one in danger. You're the one that can help."

Spidey didn't want to nod. He wanted to argue and kick up a fuss that Jeremy were the friends that needed the help. But his subconscious and Bit Beast didn't agree.

He looked away from Jeremy with sky blue turtle neck shirt- no, I didn't want to do that. Spidey stride towards the girl- no, wait, take me back to my best friend. The more he walked towards Aelita the further away she became-that's okay let's go back to Jeremy in the white light.

No matter how much Spidey fought with himself, his feet carried him to Aelita.

Spidey sat up in bed with shocking results, he felt an wet kiss on his cheek, Aelita was here before she left somewhere, out this school, the kiss told him that Aelita was secretly in love with him after Jeremy was killed and the date, Dragoon tells him that Aelita is at the Effiel Tower? Effiel Tower?! That's the highest point in Paris.

Spidey gets out of bed as he turns on his spider suit and suddenly with a disappearing act some of his stuff went into Spidey's backpack, Spidey's weapons switchs out and gets on him, he starts to wake up everyone in this room. "Raiden! John! Blade Wolf! Riley, Beautifly, Pikachu! Wake up!" Spidey yells as they woke up quickly.

John rubbed his eyes, "Spidey do you have any idea what time it is?" John yawns.

"Guys I think Aelita is about to kill herself again!" Spidey saids with a worried face.

John and Raiden perked up quickly. They quickly get out of bed and quickly packed their stuff and Raiden gets into his Custom body by a spark of lightning just as John Cena gets into his costume of Cole MacGrath from the first Infamous game black and yellow due to the fact he has electric based powers. They get to the balcony and open the doors just as Riley get up with Blade Wolf as an another Riley but it was the Lyoko form as it combine with Riley and they jump out with Pikachu on Spidey's shoulder and Beautifly flew into the air, Raiden call the gang as they got up and like Raiden and John pack their stuff up, Odd has Kiwi in an dog bag, gaining their Lyoko forms, Yumi came to the school and has her stuff inside an black backpack on her back, Spidey gives the beybladers nanosuits who they had super powers from Saint Rows 4, T-Bone and Razor in their costumes, AJ Lee in her black sneak suit has bending the element powers, Gwen in her Lucky Girl costume, and Madoka in her Pegasus outfit (Spider-Man Unlimited story) and has Big Bang Pegasus beyblade. They head for the Effiel Tower as they saw police and firefighter seeing Aelita was about to do an death dive from that height, Spidey and the group got up to the top quickly just as Aelita slowly tipped her body forward. As her body lost its connection to the building, Spidey and the group were shocked but they quickly went after her over the edge, and they began its swift descent to the street. As ground neared for them, Spidey Parker, and the gang saw a flash of blue light, and then saw nothing.

Metropolis

Spidey, Aelita who was laying on Spidey's body after he save from certain death, Yumi, Odd, Ulrich, Riley, Pikachu, Beautifly, Dawn, Piplup, Blade Wolf, T-Bone, Razor, Raiden, John Cena, AJ Lee, Rex, Madoka, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin, Gwen, Zoe transformed into Kazemon again, and James Heller knew they weren't dead. The dead don't feel pain, so that meant that they'd once again cheated death. As Spidey and the group pulled themselves off the ground with Aelita held Spidey's arm in her arms as Dawn notices it and well she thinks she has to share him with Aelita now, they took in their surroundings. They could tell that this wasn't Paris, France anymore. They would have remembered a building with a huge golden planet statue that towered high enough to be seen in the alley they were in. "Is everyone all right?" Spider-Man asked as they nodded.

"Great," Spidey muttered as the group looked around the city, "Instead of being killed by an death dive, we wound up in who-knows-where." They began to make their way out of the alley, but Spidey's spider sense and Riley's growling goes off as Riley growl in the direction of footsteps were sounded. They turned around as Riley was growling at to see several muscular men in black pants with red helmets on their heads with grey bird wings coming out of their backs, and spears in their hands. In their minds they were mentally laughing that these men has fake wings and non real spears in their hands. Odd Della Robbia was mentally connected to minds of the group with the help of Bit Beasts and makes jokes.

"Halt, humans!" one of them shouted. "Show us your identifications, or all of you will face punishment!" Spidey and everyone's elses laughing states go down and replaced with anger, which had been simmering until now from XANA killing Jeremy Belpois, boiled forth.

"You want to know who are we?" Spidey asked, slowly reaching for his launcher and the other one reaching for the beyblade and Madoka and Tyson and the others does the same, Raiden turn off his stealth camo on his sword as he procceded to unsheath it, "We are..." they quick draw their launchers and beyblades and Spidey sets up his engine gear, Ulrich and Yumi got out their fans and swords, Aelita has her energy field spheres on her hands static with pink energy, Heller has Hammer Fist out, Rex Smack Hands, Raiden unsheated his HF Murasama blade, Pikachu's cheeks has electricity on them ready to Thundershock, Beautifly eyes narrowed, Odd cracking his knuckles. The beybladers put them on, in the launchers and aim at them, "LYOKO WARRIORS! LET IT RIP!" Spidey and the others yelled and pulled, swing, fire them as the beyblades spun at high speed and gathering wind around. "We're also in the mood for some KFC chicken!" Spidey said. "ATTACK DRAGOON! GALAXY STORM!""Driger! GATLING CLAW MAXIMUM!""Everyone ATTCK!" Spidey and Tyson and the bladers commanded and Ray commanded as green lightning shot out from his hands and onto the beyblade as it get struck by lightning and glows a greenish yellow aura as Ray does some cool kung fu moves Driger MS moves with super speed to the right and left and the beyblades zoomed at them, the white and HMS beyblade unleashed an white tornado surrounding them as the beyblades unleash their special attacks, everyone unleash their attacks on them blasted all of the aliens out of the alley and across the street. They hit the ground, wings bend, body burn a bit, broken, and unconscious, but alive. Spidey and everyone else looked up to see a ship hanging in the air. It clearly wasn't human, if the bird-men flying protectively around it any indication. Feeling that they still needed to vent some anger. Spidey called Pidgeot, Swallow, Dialga, Palkia, Articuno, Zapdos, Moltres. "Dragoon! Come out!" Spidey and Tyson commanded as they came out from the beyblades in an fearsome roars. "Dranzer!" Kai yelled as Dranzer came out in eagle screech. Spidey hopped on Dragoon as Dawn got on with him, Aelita flew up to Dragoon's head with Pikachu on her shoulder as Beautifly flew up there, Madoka call out Pegasus as the blue winged horse snorted and she mounted him, Ulrich, Odd, and Yumi got on their vehicles Overbike, OverWing, OverBoard, some of the beybladers who don't has flying Bit Beasts got on the flying Pokemon, the bladers who has flying Bit Beasts they got on them, James Heller hitched a ride with Yumi, AJ airbends a twister under her as John uses his Static Thrusters with powerful results as they flew into night sky, T-Bone and Razor in the TurboKat with Raiden and Blade Wolf riding on it, Riley was on Dragoon with Spidey, Dawn, Pikachu, Aelita, and Beautifly, Rex his Boogie Pack as he carries Kevin and Gwen by their stomachs and heads towards the ship.

Thanagarian Prison Shuttle

Six members of the Justice League, some of Earth's greatest heroes, had been defeated. They had been betrayed by Hawkgirl, one of their own. Trapped in a sphere of run sun radiation lay Superman, the Man of Steel. In another cell, Wonder Woman, Princess of the Amazons, was bound to a pole by her own indestructible lasso. Near her cell was Flash, the Fastest Man Alive, pinned to ground by gravity generators. Across from him lay the Martain Manhunter, the lost son of Mars, held by metals that he could not phase through. At the end of the hall were the cells of Batman, the World's Greatest Detective, and Green Lantern. The Lantern had been stripped of his power ring, and was thus helpless. Batman was simply not seen as a threat. A sense of defeat hung in the air, along with silence.

But that was about to change like right about NOW!

But that silence was broken by the sound of shouting and gunfire. The Leaguers tried to see what was going on, when the door to the cell chamber exploded and send flying to the other side as it timber to the ground with a resounding thud. A semi-broken Thanagarian fell to the ground a few seconds later. Inside the chamber door way stood Spider-Man and the gang along with Dialga and Palkia, Beautifly as she flew in as Riley and Blade Wolf walked in with the others with beyblades spinning fast on the ground. They looked at the brightly-clad people before them as Pidgeot and Swallow flew in with the three legendary birds.

"From what we can tell," said Spider-Man, "these chickens are the bad guys. Please tell me I'm right, because me and my gang are in a very very bad mood, and we don't want to make it worse by finding out that we broken the wrong guys." They examined the captives closer.

Superman spoke up. "We're the Justice League. We fight to protect the Earth, and the people who lives here."

Aelita, Odd, Madoka, and Yumi all tilted their heads. "Justice League? Seriously? Nobody thought that name was a little corny?" Odd snicker a bit.

Flash tried to raise his head, but the gravity was too strong. He managed to say, "See? I'm not the only one who thinks so."

Spider-Man stopped in front of Wonder Woman's cell, and his eyes narrowed. He never did like the mistreatment of women, and this was a very clear example of such. Raiden saw it too and his eyes glowing red eyes. He punched the controls to the cell, and the force field lowered. "Don't move." He warned with the Ripper voice. He walked to the metal pole and he spread his legs apart, placed a finger on the trigger of the sheath, and held a hand over the handle. He squeezed the trigger as the crimson katana launched from it in the same small fiery explosion, he snatched the handle of the blade in midair and swung it at the pole slice the pole in half right side of the pole to the left side in quick time.

Wonder Woman was able to use her super-strength to pull herself free. She slid out of her lasso, and then attached it to her hip. "You know," she said, "you could have just united me."

Raiden shrugged as he twirled his blade in his right hand. "Sorry. My hands could've cut through that lasso of yours." He turned around and began walking out of the cell with Spider-Man, but they stopped and their heads back to Diana. "By the way," Spider-Man, "I'm Spider-Man, this is Raiden, that's Pegasus, Pikachu, Beautifly, Wildcat(Odd), Samurai(Ulrich), Ninja(Yumi), Pink Angel(Aelita), Piplup(Dawn) and her Pokemon Piplup. And the Bladebreakers, White Tigers X, BEGA, Saint Shields, PBB All Starz, the Majestics, Blitzkrieg Boys, F-Battlion Dynasnty, Team Zaggert, Cole MacGrath(John Cena), Korra(AJ Lee), Dialga, Palkia, Articuno, Moltres, Zapdos, Pidgeot, Swallow, Riley, Blade Wolf, Rex, Lucky Girl, T-Bone, Razor, Kazemon, and Blade(Kevin). Oh last one is Heller. Who are you?"

Diana smiled. "People call me Wonder Woman." Spidey and Raiden had noticed her golden tiara with a single red-star design encircled her head. She wore an armored garment that looked to be mix of a strapless one-piece swimsuit and plate armor; the upper part was red, with a golden-metal double 'W' crest across it, while the lower part was blue, and dotted with white stars, and a golden metal strip encircled her waist where the two parts met, where the same lasso of golden yellow shining rope was resting. The same silver metal armlets encircled her wrists, and red long heeled boots with a white line going down and that went up to her mid calve muscle, she didn't wear much else. Spidey was glad that his mask was covering his face, because he would probably be blushing at the fire sight of this beautiful woman. Raiden looked away.

Any further conversation was halted, "SPIDER-MAN! WE GOT TROUBLE!" Aelita yelled as the appearance of a dozen Thanagarian guards rushing through the remains of the door. "Get your friends out! Me and my gang take of care this!" "Galeon!" Lee yelled as the black beyblade zoomed at them, suddenly the engine gear inside the Beyblade engage, "Hit them with your Spiral Lightning!" The beyblade was surrounded in streaks of black/purple lightning as the Bit Beast Galeon appeared, he roared leading the charge at them as Spidey and everyone else rushed towards the guards with battle crys and punching, kicking, web slinging anything to keep them back from making their way through, leaving unconscious and stuck to the wall bird-men behind them as Spidey locked arms with Aelita and Dawn as they do the triple tornado kick at them. They kept another group of guards busy while Wonder Woman helped each of her fellow Leaguers escape their cells. It was here that Spider-Man and the group noticed that these people had superpowers. Well, four of them did. Wonder Woman could fly and had super strength, the Flash had incredible speed, well Ulrich has the same ability too and they match in terms of speed, Superman had all that and could shoot lasers out of his eyes, and the Martian could become intangible, in addition to super strength. Batman and Green Lantern, who had no powers, were still more than effective.

In short order, the already unfair fight became a beat-down. The few remaining Thanagarians were quickly subdued by the heroes and Pokemon. However, they were surprised by another group of guards attacking from behind but quickly fry by Zapdos' and Pikachu's Thunder Bolt and Beautifly's Silver Wind as she blow them away hard out the chamber. Wonder Woman was able to deflect the energy blasts coming from the guards' spears, but Wildcat and Spider-Man noticed a particularly rotund hawk-man carrying a very large cannon. Rather then risk one of their new-found allies getting hurt, "Dialga! Use Roar of Time on the man with the cannon!" Dialga's fin rise up fully extended as he roar and a dark purple ball of energy as he shot it at the man as he fired his cannon. The energy was deflect by the Roar of Time and zoomed over them coursed out. Had it hit anyone, the blast would have packed enough of a punch to be fatel. As it happened, Dialga had been aiming for the wall. A massive hole was blown through the ship. The city could be seen below. Pink Angel appeared in front of Diana as Spider-Man did the same with pink and blue aura energy balls in their, reason for that Spidey has Lurcario and he's an Aura Guardian like Ash. "Energy Field." Aelita say before she and Spider-Man use them to knock out the remaining Thanagarians, then turned to the League and the gang. "Anyone who can fly, and has an vehicle, grab someone who can't!"

Superman flew through first, carrying Batman; he has followed by the Manhunter, who was carrying Green Lantern. Wonder Woman was the last out, carrying Flash. Before she got too far, she turned back to Spider-Man and the group. "What about y'all?" she cried.

They grinned her. "Don't worry," Spider-Man said, "We're got it covered." James Heller runs at the hole as he jumps out and glides down like flying squirrel without the wings, Aelita picks Spidey with her wings on her back as Pikachu got on Swallow, everyone did the same thing when they got up to that prison ship as they flew past Wonder Woman in blurs of colors. "Let's get the fuck out of here!"

Flash looked up at the princess holding. "You know, it's possible, and I could be wrong here, but it's possible that they are on our side."

Metropolis: Street Level

The Justice League and Lyoko Warrior group(Spidey and the group) had managed to evade the Thanagarians, and had found shelter in a clothing store. Still needing to take their anger out on something, Spider-Man returned his Pokemon execpt for Articuno and catch his beyblade as Tala has Wolborg spinning on the ground and Spidey transformed into Big Chill by the Ultimatrix and they went outside. As the League caught their breath, Green Lantern turned to Superman.

"That x-ray vision working again?"

Superman looked at a wall. "Just enough to see every Thanagarian within a two-block radius frozen completely solid."

Flash gave a low whistle. "Now I know why he said 'Big Chill'."

Superman turned to Diana and the Martian, J'onn Jonzz. "Did either of you get anything from them? Are they really here to help us?"

J'onn shook his head. "I did not enter their minds, but I sensed no ill will towards us; only mild irritation."

Green Lantern looked at the Martian. "Why would they be annoyed with us?"

Flash gave a small smile. "Maybe because the guys who always save the day needed saving?"

The rest of the League rolled their eyes, while Diana shook her head. One of the many gifts given to her by the gods was the ability to read emotion. "I sensed anger, pain, and despair; whatever happened to them was terrible, and it nearly broke them."

Flash looked down, a little ashamed of himself for making jokes at the expense of someone in pain. Everyone else paused, lost in their own thoughts. The moment passed as the blue mothman that was Big Chill phased through the ceiling before he did that he returned Articuno to her Pokeball landing in middle of the group and opened his wings to let out the group, don't ask how much he can fit in there, and closed them as the group with the Beyblades caught them and put them back.

In an eerie whisper of a voice, Big Chill spoke up as he raised his head up to them. "That's should take care of any trouble for a while. What's next y'all?"

J'onn spoke up. "The whole city will be covered by now."

"Maybe we'll get lucky and they'll all go home." Flash quipped. The others looked at him.

"Trust us," Aelita and Pegasus and James Heller said darkly, "we're never that lucky."

"A little optimism can't hurt at a time like this!"

Before the group could reply, a booming voice could be heard from outside.

"THIS IS THE VOICE OF THE THANAGARIAN OCCUPATIONAL AUTHORITY. THE JUSTICE LEAGUE ARE ESCAPED PRISONERS AND VIOLATORS OF OUR MARTIAL LAW. THEY ARE TO BE CONSIDERED AN ENEMY, AND DEALT WITH ON SIGHT. ANY PERSON OR PERSONS FOUND AIDING OR HARBORING THEM...WILL BE SUMMARILY PUNISHED."

Aelita, Odd, Yumi, Dawn, and Ulrich and Big Chill and the group glanced at Flash. "Optimism, really?"

The fastest man alive slumped. "Something like that, yeah."

Batman spoke, his voice laden with authority. "We're going to have to go underground for the time being. Keep low and rethink our plan of attack."

"How excactly do we hide when the whole city is looking for us?" Wonder Woman asked.

"Not to mention the fact that your costumes are about as stealthy as a Shag Carpeting concert." The League looked at Raiden in confusion.

"Seriously? No Shag Carpeting on this planet?" The cyborg ninja slapped his forehead. "Great, just fucking great."

"He is right." J'onn said, drawing the others' attention away from their new alleys as he held the sleeve of a nearby coat. "They're looking for our costumes. But without them, we are ordinary citizens."

As he spoke, the Martian shapeshifted into a human man in a brown trench coat.

"Whoa, wait a second!" The Flash exclaimed. "What about the whole secret identity thing? I mean, I trust you guys, but what about them?"

The speedster jerked his thumb in Spidey and his gang's direction. The blue alien and guys and girls narrowed their eyes dangerously along with Riley and Blade Wolf who has his visors over his eyes.

"True. You definitely can't trust all of us who pulled your sorry butts out of a prison ship. That would be stupid." He and the gang snarled the last few words, Riley just growled, their patience already at its limit considering they would rather back in their world than dealing with a group of incompetent, brightly-costumed heroes and saving an Earth that they were completely unfamiliar with.

"Whoa, little hostility there!" Flash reacted, lifting his hands in a passive motion and taking a step back.

"Look, we're didn't ask to be here," Dranzer(Kai) said in a cold voice. Driger(Ray) spoke. "We're didn't ak to play the damn heroes game again, especially after the hell that Pink Angel went through. We'll help you take your world back, since saving Earth is already a damn hobby of ours. But after that..."

Driger trailed off, letting the others decipher their intentions with their own imaginations. Wildcat said, "And as for this secret identity dilemma..."

With that, Big Chill lifted his hand to the symbol on his chest under the wings and slammed it. In a flash of bright green light, the mothman was replaced by the same young human man in spider costume and what really surprised the League was they reached for their right wrists with the nanosuits, Aelita, Odd, Ulrich, and Yumi they were surrounded in some smoke as the costumes of the nanosuits go into a watch and stood before them were some young men and girls, Raiden changes out of his custom body with the same clothes he has on before coming to this world with his blade inivisble, Chance and Jake has put up their costumes and TurboKat in an red pack on their backs, Heller shapeshifted back to his human state, Zoe out of her Digimon Form.

"I'm Spidey Parker, my friends Ulrich, Yumi, Odd, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex Salazer, John Cena, AJ Lee, Jack Ryan(Raiden), Chance, Jake, James Heller, Riley, Blade Wolf, and my girlfriends Aelita Stones and Dawn Bertliz," the kid with the blue and red cap said, a notable lack of emotion in his voice as Pikachu and Beautifly got on Spidey's shoulder and head.

The others were stunned and jaw drop.

"Kids?" Lantern asked in complete disbelief. "You're telling me that these kids had to rescue us from the Thanagarians? We must be doing worse than I thought!"

AJ roll her eyes, "Check again tough guy. We been saving world about four years since Spidey was 10 years old and saving the world from two different universes with Madoka, Dawn, Gwen, and the bladers and Kevin Ethan Levin."

More stunned silence ensued.

"Since y'all were 10 years old?" Superman questioned, raising an eyebrow at Spidey, Dawn, and Madoka. Even the Lyoko Warriors were in disbelief in their minds at Spidey's story of a superhero even the others of his gang before he came to them.

They nodded and held up their watches and the bladers showed their Beyblades. "An alien device and super powers, a super high tech costume of nanotech, the Ultimatrix, the Beyblades with the Bit Beasts on them, was ejected from a ship in orbit to keep it safe from an intergalactic warlord before Gwen's cousin Ben Tennyson give it up but send it to my universe. It landed in front of me, and I used it over my entire summer vacation with the bladers to be a superhero. Then I gain spider powers at the age of 14 and my friends gain Saint Rows 4 game powers. That's the long and short of it. Until I had some Pokemon to help us and they became my partner.""For us, we sort saving the world from a nasty Computer program in an supercomputer in a virtual world known as Lyoko." Spidey and Ulrich said. The others explained their powers.

"And you've had these devices and powers and weapons ever since you were 10 years old and them that quick?" Diana asked.

Odd Della Robbia frowned. "Look, how about we go over our history after we sneak out of the city that is currently occupied by bird-man aliens."

Batman nodded in agreement before stepping forward and removing his cowl, revealing short jet black hair and piercing cobalt blue eyes. Spidey paused, recognizing the look in those eyes. They reflected the pain that he himself now felt. The pain of losing your whole life in an instant.(Background story, Spidey Parker has actually lost his friends like Gwen Stacy, Harry Osborn, Eddie Brock, and MJ his girlfriend. After he gain the bladers friendship, Dawn, Lyoko warrior friendship and Aelita just after Jeremy was killed)

Maybe they shared something in common after all.

"Bruce Wayne. Flash is Wally West. Superman is Clark Kent. Green Lantern is John Stewart. And You know Diana and J'onn," the billionarie explained.

Odd, Ulrich, Yumi, and Aelita and Spidey glanced over at Flash and smirked. "Wally? Really?" they laughed.

Flash sighed. "Shut up."

A few minutes later, every member of the Justice League was dressed up as a normal civilian, with Superman wearing a blue business suit and glasses, Diana wearing a long sleeve blue shirt, and jeans while tying up her hair in a long ponytail with a blue scarf over it, Green Lantern with a skull cap, brown hoodie and brown pants, Batman wearing a black leather jacket along with grey pants and a turtleneck, and Flash going with dark jeans and a brown jacket. Spidey and the gang stuck with their normal attire. Odd just got out Kiwi from his bag as he was on an leash, Riley just all right.

They were now standing outside in the alley that they had come through previously, Bruce poking his head out to see if the coast is clear.

"We need to split up. They execpt 39 of us," John S. strategized. "Who takes the kids and adults with them?"

Spidey and the gang gave the powerless Green Lantern a death-glare as Bruce spoke up. "We need to get to Gotham City. We can regroup at my house there. Try not to draw attention to yourselves."

The dark knight looked over the group. "I'll take Diana, Spidey and his gang. We can pose as a large family on the night in town."

Bruce then began to walk away, the ultimate hero and the gang and Amazonian princess following his lead. However, the billionaire felt a sudden chill as Spidey and his gang walked alongside him, full of empty gazes facing forward as the dark brown and brown haired boys spoke in a cool voice. (Ulrich and Spidey) "We'll pretend we're a family if we have to. But we'll are not calling you 'dad'."

The Gothamite glanced over at Diana with a raised eyebrow. She shook her head, warning Bruce not to dig any deeper. She could still feel the despair and rage but an new emotion was added into them, sorrow flowing from these young men and girls, John Cena, AJ Lee, Raiden, and James Heller, even from Riley the German Shepherd and Blade Wolf the LQ-84 IF Prototype cyborg wolf, so much so that it was almost painful. Then she realized something frightening that in their minds.

They were fully prepared to turn that pain, sorrow, despair, and FULL FURY OF ANGER on the Thanagarians, and they had the powers, weapons, and tech to act on those feelings.

Above the Gobi Desert

Onboard the Thanagarian mother ship, Shayera Hol, formerly a member of the Justice League under the alias of Hawkgirl, was at a loss for words from what she was seeing on the vid screen.

When Hro Talak, Commander of the Thanagarian forces and her soon-to-be husband, had discovered that the League had broken free from their prison ship and caused it to crash in Metropolis, he had been furious. In a rage, he demanded that recovery teams check the security feeds on the ship to find out how they had managed to escape. That was a few hours ago, and Talak had calmed down enough to think out the situation. While a formidable team, the Justice League could not hope to defeat the might of the entire Thanagarian invasion force. They were outgunned, and the Thanagarians knew all their weakness, thanks to Shayera's information.

Of course, this was before Talak received the images that were now posted on his screen. Images of mysterious humans, creatures, birds, a cyborg ninja, a virus, a man with lightning powers coming out from his hands, humans with spinning tops with a winged horse creature and large beasts with Dialga and Palkia, a human of using an ability to make weapons from his body. All of these humans and the Pokemon and Bit Beasts managed to break the Justice League out of confinement and fight off a legion of Thanagarian soldiers with these attacks and wind attacks and anything of the attacks with the Pokemon and took down an entire prison ship.

Shayera had no idea what this group were or if it was even from this planet(another universe), but she knew that it would make the occupation of Earth a lot more difficult. This group with these powers and weapons and creatures were a major wildcard; if it was able to commanded these creatures and the one was able to strangely transform which they find out that the frozen Thanagarians in the streets of Metropolis, what else could it be? How dangerous were they? If only they knew the true power of the Bit Beasts or the Pokemon.

At the moment, Talak was speaking over a vid-screen with Paran Dul, a female Thanagarian who was in charge of the construction of the shield generator, the one necessary to protect Earth from Gordanian invasion. NOT!

"Be aware that the Justice League has escaped, due to the interfernce of a strange, group of humans, creatures, and a cyborg in these costumes with these powers and weapons," Talak warned. "Stand ready for an attack." THEY GOING DOWN HARD!

"Any attack on this base would be suicide," Dul boasted, completely unconcerned about a possible strike on the Thanagarian forces.

"Keep me informed of your progress. Let nothing delay you," the Thanagarian commander ordered.

"By your command." The video screen then went blank. However, Shayera was more concerned with a topic mentioned earlier on in the conversation between Talak and Paran.

"Humans as slave labor?" She questioned, having overheard Paran mention using humans to lift and carry as well as any animal. The former Justice League member was concerned.

"Unfortunate, but necessary." Shayera took note of how little remorse her betrothed show as he said this before he continued, walking over to a nearby console to check up on a few details. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyperspace bypass in time."

Shayera's eyes widened, quickly walking over to look Talak in the eye. "I thought we were creating a force field for Earth!"

"That was simply our cover story."

Shayera pasued as dozens of thoughts raced through her head. But the first and foremost was...

"When were you going to tell me this?" she nearly growled. "Did you not think you could trust me?"

A long silence ensued, as both Thanagarian warriors gazed into each other's eyes, neither one of willing to back down. In all their time together, Shayera had never felt this angry at Talak, nor this betrayed. What was wrong with him?

"Follow me," he said quietly, snapping Shayera out of her thoughts. The Thanagarian leader began to walk away, and Shayera began to do as he said.

After about five minutes of walking and an elevator ride later, the two entered the war room of the ship, were Talak brought her over to a large screen used for battle strategy and tatics.

"As you are well aware, the Gordanian homeworld has been protected for decades by an impentrable defensive line," Talak explained, drawing up an image of the Gordanian home system, with their planet being shown as surrounded by legions of ships and spaces stations that make a frontal assault a fruitless endeavor.

"But this chain of hyperspace bypass will allow the full force of out armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."

Shayera saw what he meant, and it was strategically brilliant to be sure. But there was something else going on here. Something very very bad...

"Earth is the last link in the chain. Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever."

The former Hawkgirl was beginning to hear a hint of what sounded like victory in Talak's voice. But that wasn't what was bothering her the most.

"But ripping a hole in hyperspace will destroy this entire planet, and everyone on it!" she protested.

"Unfortuately, yes," Talak said quietly, his voice becoming heavy, revealing how long and how hard he had been fighting this war, and what it will cost him. Thanagarians normally didn't believe in souls, but Talak still felt that he would face eventual retribution for his actions.

"For Thanagar to live, Earth must die."

Outskirts of Metropolis

As Spidey, Ulrich, Yumi, Odd, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex Salazer, John Cena, AJ Lee, Jack, Chance, Jake, Riley, Beautifly, Pikachu on Spidey, Piplup and Dawn, Aelita, Blade Wolf, Bruce, and Diana made their way out of Metropolis, the billionaire and princess each took the time to think about them. Bruce was thinking about the ramifications that Spidey and his gang's powers and weapons might have on the world, while Diana was more concerned with their state of minds. She wanted to ease their pain; maybe she could get them to talk about themselves a little more. At the very least, she would learn a little more about them.

"Spidey? Everyone?" the teens and adults looked up at the princess, the same neutral expression on their faces.

"Yeah, what's up?"

"I was wondering if y'all tell me a little more of your powers." Diana glanced at Bruce. "It might help us fight alongside y'all better."

The gang looked at Spidey, he shrugged. They didn't see the harm in telling the League their capabilites. It wasn't like they planned on continuing their superheroes career after this mission. First up Spidey: "spider-strength about 1 million tons, spider-speed about 200 mph, kung-fu Shalion monk and ninja style spider-reflexes, great agility and balance of a Shalion monk, wall crawling, able to sense danger before it comes or spider sense, master of 1,000 fight moves, armed with two katanas one is cyber blue and able to cut everything or everyone and unleash power waves, two is crimson red with the sheath looks like a gun and able to draw it out quick with the trigger on there, Blade of the Daywalker, Bullwhip of Indiana Jones, Tomahawk, Bow and Arrow, two revolvers strapped to my sides unlimited bullets, Sly Cooper cane has magic pretty powerful in my backpack, my personal arsenal the pokeballs with the Pokemon inside, the Bit Beast Dragoon in the beyblade Dragoon GT able to doing powerful wind attacks. The Ultimatrix, I have super strength, super speed, flight, regeneration, invulnerability, elemental powers, energy abosrbing and redirecting, laser visions, and telepathy are a few of the powers I have." He and the gang gave a small smile. "It's really a questions of what powers I do have." Second Tyson and the bladers: "me and the bladers and Dawn has Beyblades with the beasts in them, the powers we have are super speed, super jump, blast with the modes of fire, ice, mind control. Buff modes of it are fire, freeze, lightning, Force Field, Stomp modes of it are gravity, rock, shrink, death from above, telekniesis modes of it are force, lightning, life steal." They smile. Next Aelita, Yumi, Ulrich, and Odd. So Odd speaks for them: "Aelita and us has our Lyoko forms, for her form is Angel weapons are energy fields, has a bit of MMA moves from Spidey, powers Creaivity, second sight, leviation and her transportation are angel wings. For Ulrich his form is Samurai, weapons katanas, powers Super-sprint, Triplicate, Triangulate, vehicle overbike. For Yumi, her form is Ninja. Weapons are Tessen Fans, Bo staff. Powers are Telekinesis, Superhuman balance and durability. Vehicle Overwing. For little O me, my form is Feline. Weapons laser arrow. Powers are shield, future flash, teleportation, cat climb, and time control. Vehicle is the overboard." Odd smile. Next John and AJ Lee. "I have electricity based powers and this AMP as my weapon to help my lightning powers.""I have Avatar powers, able to bend the four elements of nature itself." James Heller next. "I have a virus inside me and give me sort of powers and others." He explains them about the powers and others. Raiden Next. "I just an Cyborg body with super strength, Ninja Run, a sword just like Spidey's, martial arts. Blade Wolf is an Cyborg wolf from the year 2018." Rex next. "My body turn into a living weapon with my builds and hack into any computer with the Nanaties in my body." Chance and Jake next. "Us we have a high-tech jet with our gear, hand to hand training combat. I'm the Pilot. And Sureshot is the weapon firer." They smile. Zoe was next. "I have an Digivice able to transform me into a Digimon of the wind." They smile. "Riley has super speed, superstrength, ultra bark, nasty bite, and super smell." Riley bark. Gwen and Kevin were last. "I have Mana powers, bits of magic. Kevin has powers to absorb he touchs and use it to his ways."

Diana and Bruce were once again wide eyed and in deep shocked. If Spidey and his gang were telling the truth, then Spidey and his gang had more powers than the entire League. Yet they acted it like was no big deal, and he implied that Spidey has more abilites they came out of their inner musing when they realized Spidey was still talking.
"Of course, I had like about 1,115,501 unlocked on this watch but when we got here I only have twenty now. The others will reunlock themselves with time...I hope." Spidey glanced at the Ultimatrix unsurely for a second.

Diana's interest and curiosity was captured. She was indeed eager to know more of Spidey's alien transformations. Though he wouldn't admit it, Bruce was too.

"Let's see I have Swampfire, Blitzwolfer, Frankenstrike, Humungosaur, Big Chill, Rath, Spidermonkey, Echo Echo, Jetray, Diamondhead, Chromastone, Upgrade, Goop, Water Hazard, Heatblast, Lodestar, Cannonbolt, Nanomech, Upchuck, NRG, Armodrillo, Terraspin, Ampfibian, Goop, Alien X, Wildmutt, Four Arms, Ghostfreak, Clockwork, Grey Matter, Stinkfly, Ripjaws, and lastly Way Big." Spidey listed out, not counting the Ulitmate forms.

"That is an interesting bunch of names." Diana noted with a smirk.

"Yeah, some I have had since I was ten, others more recently. I'll give you a list of their abilities when we get to our destination." Spidey replied. Aelita looked at Bruce.

"So, are you the only without any powers?" That had actually Spidey and the gang kind of curious. All of these were faster or stronger than any human. In fact, two of them weren't human at all.

Bruce nodded. "Is that unusual for y'all?"

"Nah, I can't tell you how many times the Ultimatrix didn't work for some reason or another until I got it to work. Probably half of my wins came down to me having to figure out on my own, but with help of course, or just dumb luck or my seconds powers. But I see people who has no or with powers make the hero."

Bruce was a little impressed. Not many people could so easily admit to being powerless, nor could they admit to only winning by luck.

Diana, however, had another question. "How is it that we have never heard of you? Someones of your powers should have been seen before, especially if some of you had been doing this since you were 10."

Spidey and the gang only shrugged. "Probably because...we're not from this universe."

Both Bruce and Diana froze. Well, that was certainly totally unexpected.

Tyson continued. "And before you ask how we know we're from another universe, there's no Justice League where we come from, no Thanagarian invasion, no Metropolis, and no Gotham City. And this isn't the first time that we're wound up in another universe."

Bruce nodded, then gestured Diana that they needed to keep moving. They would decide on how to proceed regarding Spidey and his gang, provided they survived the Thanagarians.

Gotham City: Wayne Manor

Bruce, Diana, Spidey, Pikachu, Beautifly, Dawn, Piplup, Aelita, Yumi, Ulrich, Odd, Riley, Raiden, Blade Wolf, James Heller, John Cena, AJ Lee, Madoka, Chance, Jake, Tyson, Kai, Ray, Max, Keeny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex, and Zoe were the first to arrive at the stately Wayne Manor. Spidey and his gang had been impressed by the mansion. They continued up the steps as they reached the door, it was opened by an older, balding man. Bruce introduced him as Alfred, his butler. Alfred offered them refreshments, which Spidey and his gang gratefully accepted. They hadn't eaten anything in nearly 24 hours.

After Spidey fed his Pokemon and Riley their foods, Dawn's also, Bruce and the rest continued into the house until Bruce led them to a grandfather clock, which opened up to a tunnel with a stone staircase. After stepping down the last step of the stairway as Spidey and his gang saw was an enormous caven. A large computer occupied one niche, while a large black car was parked in another area. In yet another spot were several dozen objects, including a twenty-foot penny and a mechanical T-Rex. Other, smaller objects were in glass containers.

Bruce and Diana had a small smirk on their faces as they watched Spidey and the gang's expression go from emotionless and neutral to astonished and interested. Even Madoka and Kenny were madly interested in the large computer because doesn't know about Madoka or Kenny that they are a pair of very good hackers. Burce put his hands on Spidey and Aelita's shoulders.

"Welcome to the Batcave." Bruce smirked. "Now...for that list of powers,"

"Yeah, you want me to demonstrate or just tell you?" Spidey asked seriously.

"Just tell us for now, it'll be faster." Bruce complied.

"Okay...then." Spidey rubbed the back of his head nervously like Goku does.

Spidey then proceeded to tell them which each alien in his current arsenal could do.

Several Hours Later

After waiting impatiently, the last two member of the League, Flash and Green Lantern, arrived at the manor and were led to the Batcave by Alfred.

"You're late." Was all Bruce said.

"Good to see you too." Replied the Lantern sarcastically.

Wally noticed the T-Rex. "Hey, that's a giant dinosaur."

"And I thought Batman was the detective." Said Alfred. Aelita and Spidey decided that they liked the aging butler.

J'onn spoke as Flash rejoined the group. "We were jsut speculating why the Thanagarians are really here."

"Obviously not to protect us." Said Clark.

"But if the Gordanians aren't anywhere near Earth," said Diana, "why do they need to build that force field?"

"If it is a force field." Said Bruce.

"If I could get a look at their technology, maybe one of my brainy aliens or Madoka or Kenny or Aelita could figure." The League turned to look at Spidey with Dawn and Aelita at each side of Spidey, Pikachu and Beautifly on his head, who shrugged, Riley at Aelita's sides smells something in the air as he lightly growl behind him, Blade Wolf's visor goes over his eyes as he turn very slowly as he poke Raiden on the shoulder and Raiden looks at Blade Wolf as he points behind them. "I have hyper-intelligent transformations and Madoka, Kenny, and Aelita have high IQ minds, so sue us." His Spider sense goes off as his hands went for the gun on his belt.

"I can tell you what it is."

The sixty-five heroes and Pokemon and cyborg wolf turned in shock to see the traitor, Shayera Hol, emerge from the shadows.

Clark pulled off his glasses. "You've got a lot of nerve showing up here."

"We should thank you," said Diana, "it saves us the trouble of hunting you down."

Before anyone else could say more, Beautifly flew into the air from Spidey's head as her long, black hose mouth instinctively shot a web string at Shayera at her legs and they wrapped quickly around them as she yanked her to the ground, "Beau..." she said angry as she went back to Dawn's side floating in the air with her wings flapping and Spidey and Pikachu and Riley were on top of Shayera with a black handle and silver with a grinding symbol of Sly Cooper symbol on the barrel revolver aim between her eyes at her head hammer cocked and finger on the trigger, Riley growling bearing teeth, Pikachu's cheeks sparkling with yellow static, "Pikaaa..." he said with a threating tone.

"I didn't come here to fight," Shayera gasped, "I came to help."

"Hawk-people all over the planet?" asked Flash sarcastically, "Martial law? I don't think we need any more of your help."

Shayera looked at Spidey with a pleading look in her eye. He slowly uncocked the hammer on the revolver, but before he call Riley and Pikachu and put up his gun completely, he lowered himself to her level, growled to her with James Heller's voice. "Make a one wrong move, and my friend Heller will kill you, rip your wings off and shove them up into your candy ass. GOT IT BITCH!" Then he put up his gun in his black holster. "Riley heel. Pikachu stand down." Spidey said with his normal voice as Riley stand back from her and Pikachu and Beautifly got back on Spidey as he and Riley went back to Dawn and Aelita.

Shayera stared at them for a moment, before got up on her feet as the stinky silk string dissolved from it and then turned to the League. "They're building a hyperspace bypass. When it's active, it'll destroy the planet and everyone on it." Spidey and his gang widen in shock, Acreus and Mewtwo heard it too, 'Well they not going to that.' Acreus telepathic said to everyone in Spidey's gang. She approached Bruce and handed over a what looked like a purple video cassette. "Here; this has all the information on the project." Bruce simply glared at her. "Believe me; I didn't know the magnitude of Talak's plan."

Without taking his eyes off of her, Bruce took the device. "We'll check it out." As he turned away from, he said, "There's the door." Wonder Woman, Flash, Superman, and the Martian all walked past without making eye contact with the Thanagarian. Spidey and his gang stayed where they were, not trusting the alien to not stab their friends in the back any more than she already had. Then they blinked. When had they decided that these people were their friends? True, they were all heroes, and they were willing to give their lives if it meant saving someone else, but when did they trust these enough to call them their friends? Maybe they were just reaching out for friends after their loss of Jeremy Belpois.

Spidey and his gang were so lost in thought that they didn't notice Shayera and John talking to each other. Before Shayera left the Batcave, she handed John a green ring. When she was gone, Spidey and his gang turn to John Steward.

"She didn't propose to you or something, did she?"

John S. shot them a mild glare, then slipped the ring onto his right hand ring finger. A green glow surrounded his body, eyes as they have their emerald eye fire in them, and then he began to levitate off the ground.

"Okay, that's pretty cool." Ulrich and Odd admitted.

The group joined the others, Blade Wolf's visors went back off of his optics, who were watching a simulation of the effects of the hyperspace bypass. They watched as a simulated Earth was consumed by a bright, crackling energy.

"Ingenious." Batman muttered.

"Yeah, I'm impressed," said Clark, taking off his glasses again, "let's go wreck it."

"How?" asked Green Lantern, "It's behind a force field."

Before anyone could come up with a response, Spidey spoke up. "May I?" He asked Bruce and he glanced at him for a second and nodded as he got off the chair and Spidey sit in the chair and crack his knuckles as his hands were put on the keyboard. He typed with some great speed, as familiar with the technology as if he'd been using that computer for years compared to the supercomputer.

"The bypass is too dangerous to have a crew maintaining the force field on-site. They would probably be keeping if active via broadcast singal, most likely on board the command ship, here..." Spidey hit a few more keys, and brought up an image of the Thanagarian flagship and highlighted a particular section of it. He got up of the chair and out with a smug smile on his face as he stands by Aelita and Dawn as Bruce went back on the chair.

Batman glanced at the teen, then looked to the League. "Go shut it down." He ordered. "I'll take care of the bypass."

"That's thing the size of a city," exclaimed a skeptical Flash, "what are you gonna do, throw a batarang at it?"

Batman didn't even blink. "Something like that." He got up from the chair and headed to where his spare costumes was located. Spidey's spider sense goes off as the gang of Spidey saw his body froze for a minute before regain control of it telling them that danger is coming. "Proximity sensors were triggered a moment ago. Suit up."

Zoe held out her Digivice as she bring up her hand and a blue ring of data euprted from her hand "Execute! Spirit...Evolution!" Aelita, Odd, Yumi, and Ulrich were surrounded in sphere colors of pink, yellow, purple, and white as they appeared in their Lyoko forms. Raiden's body spark with a blue lightning around as the lightning struck and in a smoke screen the Custom body was on Raiden as he turn off the stealth camo on his sword, Blade Wolf's visors go over the optices ready for battle, Tyson and Madoka and the bladers activated their costumes and the nanobots spread on them, John Cena's body eurpted with blue lightning as the clothes on him change into Cole MacGrath clothes, AJ Lee spin herself into a fire tornado as her costume appeared on her with a eye mask and skullcap, Rex puts on his goggles over his eyes, Spidey got out from the Pokeballs Sceptile a tall Grass-type. He had a reptilian appearance, with large yellow seeds lining his back. His tail was like the trunk of a palm tree, and sharp leaves grew out along his forearm, behind his claws. "Tile!" the gruff Pokemon said, placing a twig into his mouth. Butterfree, Buizel, Onix, Pidgeot, Squirtle, Mewtwo, Jirachi, Victini, Mew, Latias, Latios, Darkrai, Lucario, Swellow, Donphan, Chikorita, Cyndaquil, Totodile, Bulbasaur, Charizard, Entei, Sucicune, Raikou, and Haunter. They ready to battle. Dawn called out Quilava, Togekiss, Bunery, and Mamoswine. T-Bone and Razor got into costume and their Glovatrix on their right arm, Heller's arms transformed into the Claws. The heroes who wore costumes merely took off their clothes, since they were wearing their costumes underneath. J'onn merely shapeshifted into what he commonly appeared as. "Kazemon!" Zoe said as the sphere data went away as she appeared, Gwen and Kevin got into costume as Kevin touch some of the metal from Blade Wolf and absorbed some of it as it became his armor, Spidey activated his spider morpher as the nanotech got on him quickly and he activated the Ultimatrix.

After selecting the alien he wanted, he used Ben's catchphrase which he like, more out of habit than choice. "It's Hero Time!" and slammed down the dial. In a bright green flash, he was replaced by a creature with a body that seemed to be made of blue stone, save for his arms, head, and the two spikes coming out of his back, which were made of green diamond. "DIAMONDHEAD!" the alien announced.

The rest of the League quickly returned and Madoka and the others does the same with Flash wearing a mischievous grin. "Seriously? 'It's Hero Time'? And you're giving us grief over corniness?"

Diamondhead merely looked away before giving Flash the Viper Glare. "Shut up." He said petulanty.

"Get ready to ambush them." Batman's glare dragged them back into their current predicament and notices Spidey's Viper Glare and Diamondhead nodded.

"Let's go slow." James Heller said quietly as all of the heroes and Pokemon went into the shadows like ninjas just as the door to the manor exploded inwards. Two dozen Thanagarian soldiers marched in. Two of them were armed with heavy cannons, while the rest wielded swords, spears, axes, and maces.

In the shadows, Raiden's visors went over his eyes as it activated AR mode with the targets highlighted in red, he and the gang smirked and grinned as Tyson and the others got out their launchers and beyblades as they put them together.

Their leader barked out orders. "Spread out," he said, "they're hiding here somewhere."

Riley lightly growled, "Riley when I give the singal you charged in there and take down the leader. Ready...3...2.." Spidey said as Riley gets into a pounce stance.

Before the hawk-people took another step. "LET IT RIP!" Lots of voice yelled and blurs shot out from the darkness above them as the beyblades flew and smashed through the cannons as a green and crimson blades sliced through both of the cannons, while several large spikes of green diamond pierced the other weapon, rending it useless, "1! Riley sic 'em!" Diamondhead yelled as Riley jump out from the shadows and landed on the ground as Riley leaped at the leader as he bite into his arm, causing the leader to scream as the leader was dragged down to the ground and Riley dragged him like a rag doll across the floor as he throw the leader into a wall and got KO.

"Who's hiding?" Diamondhead smirked as he and the gang and Pokemon and the League emerged from the shadows like pairs of Assassins top of them.

"If you want some, come and get some." Green Lantern's eyes glowed with emerald fire, John Cena's hands spark up with his Lightning Bolt, Heller pounced at them as he clawed hard, killing the Thanagarian in half, then Green Lantern lifted off the ground, avoiding Thanagarians attempting to kill him, while he and John Cena blasting one of them in the face with his power ring and Electrokinesis.

Wonder Woman and AJ and Yumi and Aelita work together as Diana uses her lasso to catch one alien by the ankle as Aelita was in the air with her wings on her back, throwing energy field sphere at them, Yumi use her bo staff as she twirled it in her fingers as she stop it and hit one Thanagarian in the stomach then did a spinning double kick with her hands on the ground and swing them as she send the alien flying, AJ shot water from her water bottle on her waist line, freezing the soldiers in solid ice, Wonder Woman swung him towards the Manhunter, who simply stuck his arm out, catching the bird-man in the head. Rex uses his Slam Cannon and blast them with cement balls. Flash, Ray, Ulrich, Madoka, and Driger and Pegasus, hitting them at high speeds, then rushing away in blurs of yellow and blue and green and red blurs.

One Thanagarian drew a bead on the speedsters with his pistol, but Dranzer MS zoomed at him with a streak of red fire behind. "Dranzer! Fire Saber!" The beyblade zoomed with more speed as it flew and glowed super nova hot and broke the gun in the soldier's hand. As he cried out in agony, Superman rushed up to him and said, "Let's use our indoor voice." He then punched the Thanagarian into a stone wall.

Two more Thanagarians were pursuing Odd as he ran on all fours. He saw an opening as he smirked and jumped from the floor, "Cat Climb!" he yelled as he stick his hands and feet into the wall as the Thanagarians flew after him, Odd climbed quickly before jumping off and flipping over the bird-man, aiming both arms at them in slow motion. "Laser Arrow!" He shot the arrows from his arms as they hit into the Thanagarians and they drop to the ground they got KO by Odd as he smirked and ran back to them.

The Pokemon were using their attacks as Secptile shot from his mouth Bullet seeds as yellow bullets flew at them and hit them, Darkrai use Shadow Ball and the aliens were consumed in nightmares, the others attack.

Kazemon was being chase by one Thanagarian, but as she was cornered by him, "Hurricane Hands!" She yelled as she throw her arms out and pink wind shot out from behind her as the bird man was blow away from her.

Five Thanagarians were surrounding Max and Rick, but they smirked as they jumped into the air. "Draicel! HEAVY VIPER WALL!" "Rock Bison! ROCK DROP!" both Rick and Max commanded as Draciel MS unleashed a tidel wave of water from the beyblade and Rock Bison leapted into the air and got surrounded in firey rock as it came down and both attacks hit the bird-men and sending them packing.

Two more Thanagarians were pursing the Flash, Ulrich, Ray, and Pegasus, but they avoided every shot they fired. "Triangulate!" Ulrich yelled as he and the speedsters zoomed around with Ulrich in a yellow triangle and Flash spun his arms fast enough to create a small tornado. "Driger! THUNDER CLAW!" Driger MS glowed green as it zoomed at them and jumped into the air as Driger MS zoomed from one to another bird-men in the face. The twisters of Flash and Ulrich blew them into the bottom of the giant penny, which collapsed on top of them, tails-side up.

Flash and the speedsters ran on top of the penny, "Tails," Ray quipped, "we win."

Batman, Raiden, and Blade Wolf swung, jump from the ceiling on a grappling line, Raiden's claw like feet stuck into the wall with Blade Wolf doing the same, kicking and swing a tail one soldier in the face. Batman let go of the line to land on the ground with Raiden and Blade Wolf. As they did so, Batman threw three batarangs into the chest armor of three Thanagarians. The blades didn't penetrate, and the warriors hovered in the air with look of contempt on their faces.

"Your weapons are pitful." One gloated. None of them noticed the blinking red light and sound on each batarang.

"Wait for it." Behind the Dark Knight, Cyborg Ninja, and Cyborg Wolf, hundreds of eyes glowed in the darkness with white in their eyes. Suddenly hundreds of hungry Vampire bats swarmed the Thanagrains, attracted by the singals from the batarangs. The soldiers were quickly reduced to unconsicous, bleeding wrecks.

Tyson and the bladers attack with their beyblades at the remaining ten Thanagarians with Dawn and her Pokemon as they rid of the soldiers.

Dimaondhead, Pikachu, Kevin, Gwen, and Beautifly found an easy fight with their opponents. Their weapons couldn't penetrate his dimaond body while Pikachu rode on Spidey's shoulder, and when he shifted one of his arms into a blade and Pikahcu zapped them with Thundershock, Beautifly Physic, Gwen's mana desks and Kevin's blades on both of his arms, they easily destroyed their weapons, and they were strong enough to easily knock them out together as one.

Soon enough, the fight was over. After typing up the aliens, Spidey change back out of his alien and the massive group of heroes, Pokemon, Beyblades, walked out of the Batcave after Dawn return her Pokemon execpt for Togekiss and back into Wayne Manor. They found Alfred sweeping up the shattered remains of the front windows.

"Mind the glass, sir." He warned calmly, as they left.

Batman turned to Green Lantern. "I want you, Superman, Wonder Woman, Spidey and the rest of you to go to the commanded ship, and shut down the force field."

"And the rest of us?" J'onn gestured to Batman, Flash, and himself.

"You're going to help me retake the Watchtower." Spider-Man and his gang remembered Batman telling them about the League's advanced space station, in orbit around the planet.

"It's crawling with Thanagarian soldiers," Flash pointed out, "how're you planning on getting inside?"

"With that." Batman pointed outside, where the shuttle that the Thanagarians had arrived in lay waiting.

"Good luck guys." Spider-Man and Tyson said, Spidey returned some of his ground based Pokemon only remaining are Pidgeot, Swallow, Charizard, Latias, Latios, Mewtwo, Mew, Butterfree, Celebi, Beautifly, and Sceptile who will be riding with Spidey on Dragoon. Spidey got out his launcher and beyblade and ripcord and put them together as Madoka's Big Bang Pegasus, the winged horse pop out from the face bolt as her neighed and snouted as her opens his wings, Madoka mounted her. "LET IT RIP!" Spidey yelled and release the Beyblade as it spun on the ground with every flying type Bit Beast. He got out from the Pokeballs Dialga, Palkia, Articuno, Zapdos, Moltres, Staraptor, Ho-oh, Lugia, Rayquaza, Zekrom, Reshiram, Giratina and lastly Acreus, the League were surprise at some of Spidey's Legendary and regular Pokemon, "DRAGOON!""TRYGLE!""GRIFFOLYON!""FALBORG!""THUNDER PEGASUS!""TORCH PEGASUS!""RAPID EAGLE!""VENUS!""APPOLON!""ZEUS!""DRANZER!""STRATA DRAGOON!""DRAMARA!""COME ON OUT!" Spidey and the bladers with the flying Bit Beasts yelled as their beyblades bit chip and bit protecter glowed as the Bit Beasts came out from them in roars, screams. Surprise the Justice League even Batman at the sizes of the Bit Beasts, T-Bone and Razor got into the TurboKat, Yumi, Odd, and Ulrich got their vehicles out as they got on them, Aelita and Spidey jumped with her on Spidey's back as Sceptile has Pikachu on his shoulder and he jump also as Dawn got on Togekiss' back with some of the bladers who don't got flying Bit beasts got on some of the backs of Spidey's Pokemon, Raiden and Blade Wolf leapt on the jet as they landed on there, Riley got on Yumi's overwing, James Heller got on Dialga's head, Rex breaks out his Boogie pack, John Cena and AJ Lee got on black and white dragons. He and the rest of the group flew out towards the direction of the Thanagarian fleet following Dragoon A (Spidey's Bit beast) with their bladers on their heads or backs.

...

Batman, Flash, and the Martian entered the alien craft. J'onn spent several minutes examing the controls.

"Well?" Batman asked.

"I have no idea how to fly this vessel."

"What's this do?" Flash asked as he pressed a button. A beam of energy fired from the ship, making a fairly large hole in the side of Bruce's house.

Batman moved his face very close to Flash's. "That's. Not. Helping." Batman said through gritted teeth.

J'onn looked up. "I need one of the hawk-men."

It took a few minutes, but Batman brought up their leader, whose name was Kregor, and was one of the Talak's chief advisors, and slammed him into the side of the ship.

"You think'll you anything?" Kregor sneered. "I'd sooner choke on your bones."

"Okay by me," said Flash, cocking back his fist, "can I start with these?" J'onn stopped him before he actually struck.

"We're running out of time?" the Martian said, "I'll take the information from him."

"I thought you couldn't read their minds?" Flash asked his telepathic friend.

The Martian's eyes glowed blood red as he gripped Kregor's head. "I'll just have to try harder."

Neither Batman nor Flash could what J'onn was going through in the Thanagarian's mind, but somehow Kergor's mental defenses were strong enough to affect the Martian's physical body. Slash and claws-marks appeared all over him, and his cape, which was just skin shapeshifted to look like a cape, was torn to ribbons. However, this didn't last long. After only a few moments, J'onn released his hold on Kregor, stumbling slightly. His wounds immediately began to fade.

"I...I have what we need." J'onn clearly did not enjoy what had just happened.

A few minutes later, the Thanagarian shuttle lifted off, heading towards the Watchtower. As it lift, Alfred stepped out onto the yard. He spotted Kregor lying on his side, a small stream of drool falling from a corner of his mouth. It was possible that J'onn mental attack had left him comatose and sended to dumb town.

Alfred, remembering how the alien had struck him when he and his ilk had intruded upon the Wayne household, merely glared and said, "I'll have to ask Master Bruce to not leave trash in the yard."

Watchtower

As the stolen shuttle neared the Watchtower. J'onn shapeshifted to look like Kregor. Activating the communication systems, he spoke in Kregor's voice.

"Shuttle Elipson-sixteen, requesting entry." He sent a code to waiting Thanagarians. "Confirm docking code."

"Docking code confirmed." Came a response as the Watchtower's docking bay opened. "You are clear to come aboard."

When the shuttle landed, 'Kregor' stepped down the ramp towards a pair of waiting Thanagarians guards.

"We weren't expecting you, sir." Said one in surprise.

"There's been a change of plans." Said the Martian, as he shapeshifted into a creature that resembled a blue Cyclops.

He quickly subdued the two guards, but more entered the docking bay. One prepared to open fire, but he was disarmed when a batarang disabled his weapon, and Batman punched him in the face with an electrically-charged set of brass knuckles. The rest of the Thanagarian garrison was swiftly defeated by Batman, the Flash, and the Martian Manhunter.

Thanagarian Fleet

It was quickly apparent to Spidey, Superman, Diana, Green Lantern, and Spidey's gang that they been detected. They might have been pissed off by a swarm of fighter-craft surrounding the flagship that was hundreds strong but not strong against this group.

"Pretty bad odds." Commented Wonder Woman.

"They got little ships while we got Legendary and regular Pokemon along with the Bit Beasts. That's pretty bad odd for them." T-Bone said from the jet. Yumi smirked.

"For them, maybe." Was Spidey and Aelita's responses with a laugh.

'Yeah, but they going to get an big can of whump ass.'

Mewtwo said as he flew along with Mew and Acreus. 'Same here Mewtwo.' Acreus telepathic said back to him as he smirked.

Superman agreed. "Yeah. They don't stand a chance."

"They think they can beat us with their gear. Please, they nothing but shit birds." James Heller said from the head of Dialga.

Dragoon GT and Dragoon MSUV flew up to the fleet. "Guys get ready to bust up their ships and to the scarp yard. DRAGOON!""DRAGOON!" Spidey and Tyson commanded as the two beyblades flew at the fleet, "Dragoon! Engine Gear, full blast!" Spidey yelled, inside the beyblade blade base, the engine gears twitched for a second, before 5 seconds later the engine gear unleashed full gears turning fast as it caused some fire sparks and sounding like a buzz saw with the beyblade increased to full power as the spin rotation and spin power to 500x times, the HMS beyblade's Running core made some humming noises. "Here's the storm!" Odd yelled as the black clouds showed up over the fleet. "Attack with DRAGOON TANK GALAXY TURBO TWISTER!" the two beyblades smashed up into each other as their tips stick together and zoomed at them as two white wind streaks split into four appeared around the beyblades. Before they reached them, they were surrounded by an massive wind tornado dragon shaped head around the beyblades as it roar with the mouth open and fire four twin tornadoes from the mouth as shot at the ships. 'JUDEGMENT!' Acreus yelled as his head and body light up with a golden glow and a ball of energy on top of the head as Acreus shot into the sky with them reached at a high altitude it splits and turns into pink fire balls, Palkia unleashed Special Rend as it jewel on the either arm on the right arm glow pink and an pink energy on the arm and made a slash motion as an pink wave shot from the arm. Superman, Diana, and Green Lantern went on ahead to attack as everyone do the same. The fighters didn't stand a chance. Diana flew at an ship as she slam her fists through it and cause it to go down as it goes boom. Superman speed through them blowing them up.

To say it was a battle would have been a lie. It was a beat down of a storm. The twisters engulfed them as they flew into the sky with the fire balls coming down as the twisters ceased and the ships got caught in the cross fire as they exploded from the fire balls. T-Bone and Razor use some of their Matchhead and Buzz saw missiles, the pink wave torn right through ten ships as they go boom. Raiden and James Heller jump high into the sky as Heller's right arm changed into the blade and Raiden gets out his blade. "I am Lightning!" he declared with his voice taking on an echo-y tone. He aimed a falling kick at an group of fighters as Heller rears the blade over his head. The move was similar to his Falling Lightning attack except his entire body was wreathed in electricity, giving him an appearnce of a lightning bolt. He and Heller fall towards them.

"The Rain transformed!" he roared mere seconds before he and Heller crashing into the fighters, effectively wiping them out. Raiden's fuel cells were unlimited meaning they won't run out ever. Raiden knew he and Heller were falling. "Raiden, grab my hand!" Heller said as Raiden nodded and they clasped hands, Heller's blade changed into the Whipfist, Heller drew it back and unleashed a powerful throw with multiple black-rope like area running down along its length. The weapon slammed into the TurboKat as he and Raiden yanked to the TurboKat as they flipped over the jet and landed on top of the jet. "Watch it!" T-Bone yelled from the cockpit. They shrugged. As everyone went on the attack take out the remaining fighters.

Most of the fighter pliots saw Superman, Wonder Woman, Spider-Man, and his gang as greater threats, and focused their attacks on them. Nobody on the outside seemed to notice Green Lantern cut his way through the hull of the flagship and make his way inside.

Watchtower

Batman, Flash, and the Martian Manhunter stood over the unconscious of the last Thanagarians on the Watchtower.

"Okay," said the Flash, "the Watchtower's ours again." He ran over to Batman, who had been using one of the computers while the others two had been fighting the soldiers.

"So where's your secret weapon?" He asked the Dark Knight.

"You're standing in it."

Flash's eyes widened. "Wait...you mean we're gonna..."

"Take the Watchtower out of orbit and drop it right on top of their little science project." Finished Batman. He gestured to the fallen Thanagarians. "Get them to the escape pods."

As the heroes dragged the soldiers away, the Watchtower's engines pointed the massive station towards the coordinates that Batman had programmed into the navigational systems. The three moved as quickly as they could to get the Thanagarians to the escape pods. Thanks to the Flash, it was quick work.

"Are these the last of them?" asked J'onn.

"Yep," said the Flash, as Batman began to silently back out of the pod, "the 'tower' is completely pest-free."

"Good." Was all Batman said as he pressed the launch button. The doors closed and the pod launched, with Batman still on the Watchtower.

Flash and the Martian rushed to the communicator. "What are you doing!?" demanded J'onn.

"I can't risk having the Watchtower burn up on reentry. I'll have to guide it in manually." Batman paused for a moment. "Gentlemen, it's been an honor."

The heroes in the escape pod bowed their heads in sorrow, knowing that Batman had just consigned himself to death.

Thanagarian Flagship

The first that anyone knew that John Stewart was aboard the flagship was when he brust through the lower decks, blasting any Thanagarian in his way. Using security cameras, the soldiers on the bridge, including Hro Talak, could see what the Green Lantern was doing, and where he was going. At the sight of the human's face, Talak gritted his teeth. He hated John Stewart. That man had stolen the love of Shayera Hol away from him. She had even betrayed her people, warned the Justice League of their plans, and even giving the Lantern back his ring. For her treason, she had been imprisoned in the brig. He had tried to reason with her, told her that the only way for their people to survive was if the humans died. Instead, she had decided that Earth's people were more deserving of her love. One person on Earth in particular.

"Intruder alert!" one of the bridge officers cried into the ship-wide communication. "All security teams to engineering!"

"Belay that!" barked Talak, as he strode towards the door, his axe in his hand. "Green Lantern is mine."

Had Talak stayed on the bridge for a few minutes more, he would have seen Wonder Woman slam a fighter through the hull surrounding the bridge. She quickly flew through the hole that she'd created, following by Spidey, Dragoon, the Pokemon, Kazemon, Yumi, Ulrich, Odd, Aelita and the gang, T-Bone and Razor landed their TurboKat on the bridge, the bladers with their nonflying Bit Beasts got off of the Pokemon as their Bit Beast got out from their beyblades. After subding the bridge officers, Diana picked up a sword while Spidey and Dawn called the rest of their Pokemon execpt for Groudon, Kyogre, Manaphy, Lapras, and marched through the door as the bit beasts phased through the walls, followed by Spidey and the gang. Unfortunately, there were two separate paths leading towards engineering.

Wonder Woman looked at her humans, Pokemon, Bit Beasts, German Shepherd, Cyborgs, second Prototype, Kats, Digimon friends. "You ready?" she asked.

"Give me a second." Spidey got out his Blade of the daywalker and give it to Madoka and give his Star Saber to Aelita who accepted it happily from him, he give his Tomahawk to Dawn. He looked at the forked path. "Whaddya say? You go left, we go right?" Diana nodded. "Great. Let's see who gets to the shield control thingy first."

Wonder Woman gave a small laugh. "You're on." Giving an Amazonian war-cry, she rushed down to her path. Not to be outdone, Spidey and everyone in the gang let out a war-cry as they charged down their own hallway. Woe to any Thanagarian in their way.

...

Wonder Woman found the Thanagarians to be fierce opponents, but she could still take on small groups of them without much trouble. As she defeated one group, she noticed a door covered with irregularly-placed bars. Behind the bars, and inside of a force field, stood Shayera Hol. Once known as Hawkgirl, she had been one of Diana's best friends. But she had spat on that friendship, and Amazonains do not take kindly to traitors.

"I should leave you to burn." The Amazonian princess all but snarled the words. She then raised her sword and slashed it through the controls to Shayera's cell. The bars withdrew into the wall and the force field disappeared. Without another word, Diana marched away. As soon as she was gone, Shayera stepped out of her cell and, after picking up a fallen mace, she flew off towards the shield control.

...

On the engineering deck, Green Lantern used his ring to pry open a set of door. Behind them was a large room with a force field, shaped like a pillar, inside of which was a small device with a plunger-like attachment.

"The force field controls." John looked up to see Hro Talak, the Thanagarian commander, land in front of the force field. "That is what you came for, yes? You want it?" he raised his axe into a ready position, "All you have to do is get by me."

"It'll be a pleasure." Lantern raised his ring and sent a beam of energy at Talak, who deflected it with a swing of his axe.

"No." Talak gave a glare. "This won't be like the last time that you took something that belonged to me."

Lantern's eyes narrowed. He knew that Talak was talking about Shayera. "Anything I took was freely offered. Maybe you should take better care of your stuff."

John sent several more bolts of energy at his foe, all of which were deflected. Both flew into the air, with John forming a tringular shield to block Talak's axe. The blow still took a chuck out of the shield. After several more blows, Lantern figured that he would be better off dodging Talak's blows than blocking them. Unfortunately, he still took several hits from both Talak's fist and from the hilt of his axe. One blow in particular knocked him into some machinery, which exploded, giving him several cuts on his face.

Stunned, Lantern couldn't stop Talak from picking him up by the throat. "I've beaten you, little man." Talak raised his axe. "Any last words?"

As Lantern's head cleared, he said, "Yeah; you can kiss my axe!" His ring created a green battleaxe in his hand, and both combatants swung at each other, attempting to overpower the other.

...

Spider-Man and the gang crashed through yet another pack of Thanagarians. Aside from a few cuts and bruises which they didn't seen to be on the spider suit, because it injury proof or everything proof of it, he was doing alright with his group. They knew from fighting alongside them that the Justice League knew what they were doing, but in short time that they'd known them, they had come to care for them. Even brooding Batman. Spider-Man idly wondered if it was just his and gang's grief making them attached again.

Suddenly, Spidey and his gang notices something as the group rounded another corner, they spotted another group of soldiers but saw something just strange in the group of soldiers as they were fighting them. It was an anthropomorphic raccoon, has grey fur with black stripes and mask. His ensemble consists of a blue-elbow-sleeved shirt with a yellow collar, blue boots, blue gloves with yellow cuffs and a blue peasant's cap. Around his waist is a belt with the buckle shaped in the form of a raccoon symbol, plus it has a gold trim. He wears a red backpack for storing away items, keeping his calling card, and contains his paraglider for stunt usage. He also has on his left thigh, a brown pouch which also stores away a few essential things. He swung in his hand at the soldiers, a brown staff ending in a golden hook looks like a '?' mark. Second was an anthropomorphic turtle, seem like a small guy to the raccoon's height, even being confined to a wheelchair. He wears besides his glasses and gloves, a pith helmet and a bulletproof vest, along with a grey button-up shirt underneath his vest. His wheelchair has been look likes modified with robotic arms and boosters. Three was an anthropomorphic hippopotamus, seems the biggest guy with this gang, who's strong, muscular but slightly round hippopotamus. His signature color is magenta, often mistaken for pink. He wears a blue T-shirt that looks a bit too small for him, and a light blue scarf to go with his driver motif and no pants. He dons a maroon mask over his head and matching fightning gloves over his hands when donning his persona in battle. He wears thick rim glasses/goggles on his eyes. There were four men in robes. One was a man, human white skin, a small scar on his lip, with a white hood with a beak like tip that covered most of the top of his head. Wore a white hooded robe, a type of belt a red 5 inch belt that is wrapped around between his stomach and waist while beneath that were red wraps, he carried a sword on his left side of his waist. He seemed to have gloves that had metal coverd from the back of his wrist until almost reaching his elbow, his robe reached just past his knees as he had gray pants with dusty brown boots that almost reached the bottom of his knee caps with metal grieves (metal cover for the calf part of the boot). A short sword back side, throwing knife belt with shoulder pad with shoulder pad with throwing knife pockets on it. Two was a man with the same hood as the first one, execpt for it ain't bend it straight with a red underside under the hood. His skin is tanned, sporting a goatee and beard. Wore an hooded red and white robe that resembled a vest, the sleeves that are cream white. The robes have red lining and two pairs of collars; one white and one red with tan lining. He has knee high leather black boots and black dress pants. On his left shoulder was padded with a metal plate that cuvred along with his shoulder was a white cape with a red underside. He wore a red and black wraps that wrapped his waist and below his rib cage with a strange and large emblem buckle 'A' on it. He is equipped with a sword strapped to his waist, throwing knives, and a crossbow on his back, with some bombs on his belt, he has two metal bracers with two hidden blades and a hidden gun. He also has a scar on his lip. Three was a tanned skin Native American man with a strong and heavy build. Wore an hooded white dress uniform jacket with blue lining and had straps across his torso and was carrying a bow and a bag of arrows on his back and at the sides of him were what seemed like old style Pirate pistols, the ones from about the 1800's as he also looked like he was from the 1800's for he looked as he was from the colonial times. At one side he had an axe like weapon like Spidey's tomahawk because this is his tomahawk look like. Fingerless gloves covering his hands that went to his elbows with Native American's bands on both of his arms with a brown bracer and a white and blue frabic bracer on both wrists of the arms. A thin red sash sticks out from his waist fastened with a leather belt attached to the two long side arms of a triangular symbol with a cuvred bottom. The symbol is made of steel and is the same shape of this man's and Spidey's unique tomahawk blade. He wore blue pants and brown boots with leggings that reached up to the middle of thighs. This man's face was shadowed from nose to the mouth by a white hood with a eagle emblem on the tip of his hood's beak. Four was a man with scarggly blond hair from his bright blue eyes. Wore an pale off-white ivory and sea-washed blue robes just above his thighs, and the leather padding he wore was scuffed and somewhat in need of mending. On his body were leather straps armed with almost four flintlocks and two sheathed golden sabers/cutlasses, ciniched by a fraying deep red sash at his waist, non-beaked hood. Three were two females, one hiding behind a corner. One was an pretty woman with long to the shoulder dirty blond hair, some wavy, bright blue eyes, pink lipstick, wore an black sneak suit with a black skull cap mask, hiding her small build body with black combat boots, green gloves, wielding an type-17 pistol from WWII. Two that female was a small white girl with the same color of Raiden's hair, a flowerclip on her hair, brown eyes. Wore a military headphones around her neck, pale yellow and blue stripe tank top with yellow/brown worker gloves, light brown leather jumpsuit wrapped her waist with black boots on her. One was an green dragon with a red short beard under his chin and a red tip tail and two arms, no legs, with yellow eyebrows on his eyes and with him in his arms a golden gaunlet with three, long, golden claws attached to a brown wooden sleeve looks like can fit on the wrist like a glove. Spidey, T-Bone, Razor, James Heller, Raiden, and Blade Wolf knew them as Sly, Bently, Murry, Altair, Ezio, Conner, Edward, Eva, Sunny, and Dojo with the weapon known as the Golden Tiger Claws! With a roar, they crashed into the soldiers saving them the trouble from capture, punching, kicking, and even swatting one with their fists. Sly and the others notices the two Kats with three men they gasped. "Raiden?" Sunny said as she came out from behind the wall as Raiden's visors went away from them. They were relieved.

"Guys what are you doing here? Should y'all be back in your universes and saved them?" Spider-Man asked.

"Nah, our universes were destroyed by an massive black holes and we were send through differents dimensions until we came to this one and we been fighting weird bird-men attacks us and we defended ourselves from them until all of you came and took them out quickly." Dojo explains and Spidey and his gang nodded and Spidey introduces his friends to the others and they pretty impressive how Spidey has friends like that and suddenly as they were finishing up, they noticed one out of their corner of their eyes, a pretty female with long, orange hair. As they turned to charge, she held up her hands.

"Wait, please!"

Spidey, the bit beasts, Pegasus, the gang, and Pokemon paused. Sure, she had been wearing a helmet the last time they'd seen her not Sly and the others, but that voice...

"Shayera?"

The Thanagarian blinked. "Yes, it's me. You're...Spidey, Ulrich, Yumi, Odd, Tyson, Kai, Ray, Max, Kenny, Hilary, Daichi, Mariah, Lee, Kevin Chang, Gary, Rick, Emily, Steven, Eddy, Michael, Tala, Spencer, Bryan, Ian, Crusher, Ming-Ming, Brooklyn, Mystel, Graceland, Juila, Raul, Miguel, Mathilda, Aaron, Claude, Robert, Johnny, Enrique, Oliver, Zeo, King, Queen, Gordon, Ozuma, Joseph, Mariam, Dunga, Kevin Ethan Levin, Gwen Tennyson, Rex Salazer, John Cena, AJ Lee, Jack, Chance, Jake, Riley, Beautifly, Pikachu on Spidey, Piplup and Dawn, Aelita, Blade Wolf, right?"

Spidey and the gang nodded. "Right now, you can call us by our names Spider-Man and my gang names my friends Sly Cooper, Murry, Bently, Eva, Sunny, Dojo, Altair, Ezio, Conner, Edward, and the others. What are you doing?"

Shayera hefted her borrowed mace. "I want to help take down the shield controls." She looked down, shame obviously on her face. "And I want to atone for what I've done. Maybe I can never fully repair the damage I've done, but I want to start now, before it's too late."

They nodded. They could understand wanting to fix a mistake, especially one that had lives on the line. They still hadn't come to terms with what happened. It was too soon.

"Let's go." As he and the others stomped off, Sly, Sunny, Eva, Ezio, Conner, Altair, Edward, Murry, and Bently follow them, Spidey and Aelita looked over their shoulders, "If you stab me or my friends or GFs in the back, you better sure it kills me or us. Otherwise, it'll be the last thing you ever do."

Shayera nodded. That was as good as she deserved. Maybe even better.

"Let's kick some tail!" T-Bone said and they didn't encounter further resistance on their way to the shield controls. Spidey, Murry, Heller, and Raiden had to bend the frame of the walls a lot in order to get through for the big Pokemon while the Bit Beasts phased through the walls and the beyblades spun into the room as they were spirits but their attacks were real, but when they did, all of them found a horrible sight. Hro Talak had just brought down the blunt part of his axe like a club across Green Lantern's forearm, shattering the bone. With a scream of pain, John fell to his knees. Talak than delievered a wicked uppercut, sending Lantern across the room where he lay very still.

As Talak raised his axe for the killing blow, Shayera called. "Hro! Enough!" Talak turned. His eyes widened when he saw Spidey and his gang, but his gaze quickly went to Shayera. The traitorous Leaguer continued to walk toward him, until they were inches apart.

"The fight's over. You're a soldier, not a murderer."

Talak paused for a moment, then delivered a vicious backhand slap, sending her to the ground.

"I'm a fool!" he shouted, "For ever loving you!"

He would have attacked her further, but a cracking was heard as a whip filled his vision and strike in the face sent him hurtling into a wall. When his vision cleared, he saw Spider-Man with his Indiana Jones bullwhip in his hand, panting with rage as Pikachu was on the ground. "Pika..." he responded. Sparks showered from his cheeks. "Pi Chuu pikaka Pikapika, pikachu pika..."

"He saids why the hell you did that bitch!" Spidey said as he and Pikachu and Beautifly and Dragoon were indeed furious along with Aelita. As the others helped Shayera up to her feet, what was the fucking deal about Thanagarians that made them treat women so cruelly? First had been the what that they'd treated Diana, now this? Oh, Spidey had always been taught to respect women, care for them and this stood in the face of everything that he'd been raised with. He made friends with girls, train, teach, hell even show them a good time. He wasn't going to let this go! Aelita show up at Spidey's side along with Raiden and James Heller with the Star Saber in her hands due to she had bits of teach of the sword.

He and Aelita and Pikachu and Beautifly and Raiden and James Heller and Dragoon glared at Talak. "Okay, bitch. Let's fucking go!" with a yell, Spidey and the others charge at him, fists and swords and claw raised as Pikachu was on Beautifly's back.

Talak flew at Spider-Man, low to the ground. But before he did a horizontal cut, Spidey got out his Murasama blade and sticking it into the ground, dragging it towards him with a fiery streak behind it, Talak's axe struck with the crimson sword, only to Spidey did a horizontal cut as an red matrix wave shot from the blade. Talak was send flying but he shook it off and with a horizontal cut, Talak's axe hit clean Spidey's head.

"NO!" Shayera was still slightly stunned, but seeing the man that she'd once loved do something so needlessly cruel was too much. She was about to rush into the fight, when something amazing happened as Sly and Murry pointed it out. Spidey's head didn't came off the mask was indestrucible the entire suit was indestrucible, Spidey cracks his neck. "Okay, that didn't a bit, but you just got!" Spidey smirked under his mask and sheathed his blade in the sheath. Talak was so stunned that he didn't have time to dodge as Spidey punched him along with Aelita as hit him in the face, sending him hurtling to the ground. "Get up bitch!" Heller yelled. Raiden thought that was the end of it, but Talak got back up, his face full of rage.

The thought in Raiden's thought of that slap on Shayera only made the Jack the Ripper persona screamed for release from his mental prison so that he could butcher this bastard. The merciless killer thrashed at the bars that held him back and it took all the willpower that Raiden had to control the Ripper. But containing the Ripper proved to be too hard for him because it was a very rare time in his life when he didn't want to.

Talak flew at them again, but Spidey grabbed Aelita and James Heller by the arms as they leapt back reason he sense Raiden just unleashed Ripper. Raiden grabbed Talak by the neck as he squirmed in his grip. "Well, you are going to do it?" Talak said. "Actually, I'm going to do much worse than that," Raiden said as his visors splited up with his eyes still closed in anger.

"Far worse," he chuckled menacingly as he opened his glowing red eyes. Jack the Ripper was out. Talak's face pale as Raiden released his grip on his neck, Talak back away from him as Raiden's body emitted a crimson aura with a temper of his is ready to fight to the death. "I'm going to kill you right now!" Talak exclaimed with a sadistic grin, "Let me show you how!"

"Why that's just being nasty," Jack the Ripper chuckled as he met the man's sadistic grin with his own. He unsheathed his sword, "I think it's time for Jack, to LET 'ER RIP!" the cyborg roared with his visors went over his eyes again as he charged Talak with sadistic glee the sword raised over his head, Talak charged at Raiden, they clash with their weapons as Raiden's strength overpower Talak's strength, "This is might shut you up!" He roundhouse kick him as Raiden twirled and got his katana in his hands and horizontal cut Talak not even slicing him in half as he yelled in pain. "SHAYERA!" he called out. The Thanagarian had been helping Lantern get back to his feet. "See if you can shut down the shield while I keep him busy!"

Shayera, Spidey and his gang, John Stewart nodded. It was now or never. Raiden went back at Talak who he block with his sword.

Watchtower

As the Watchtower entered the Earth's atmosphere Batman struggled to keep the station on course. Activating his comlink, he radioed Superman.

"We're cutting it a little close." He flinched slightly as a flaming piece of debris fell near him. "Have you shut off the force field?"

Back at the outside of the flagship, Superman shot down another fighter with his heat vision before replying.

"Not yet. Where are you?"

"Aboard the Watchtower." Admitted Batman, "Guiding it to target."

"That's insane!" was Superman's worried response. "Get out of there!"

"Negative. I'm staying." Anything else Batman might have said was lost in static.

"Batman!" Without even a backwards glance, Superman super speed flews towards the Watchtower, easily finding it with his enchanced senses, but praying that he wouldn't reach it before it was too late.

Thanagarian Flagship

Talak knew that he was outmatched. This Cyborg ninja had been powerful, but this enchanced persona, this Jack the Ripper, was in a league all its own. It was probably powerful enough to kill him with ease with that sword in his hand, but he had a suspicion that the ninja was holding back.

"Not going to kill me?" he taunted. "Are you too scared to put blood on your hands?"

Raiden growled. He was doing his best not to kill him, after been teach by Spidey not to kill but in case of worse situations, but this guy just wouldn't stop. He decided to use a little more force. He must sliced off the arm of him with that. Sheathing his blade in the sheath, he taunted Talak, "Come on Talak, does Shayera loves you, if she doesn't she loves someone else, like a marine!" Talak's face boiled with rage. He flew at him with the axe raised. 'Gotcha now bitch.' Raiden thoughts as he spread his legs apart, placed a finger on the trigger of the sheath, and held a hand over the handle. Time seemed to slow down for him as he charged for the quickdraw attack even though he wasn't using Blade Mode. In a move similar to a certain Brazilian swordsman, he executed rapid and consecutive slashs around him and Talak's right arm right after he pulled the trigger. To the untrained eye, it looked like red flashes materialized around the former child-soldier. Talak was about to attack with the axe suddenly stopped in his tracks.

Raiden flicked off the blood of his blade and sheathing the blade half way before all way with a resounding CLICK, Talak's right arm was sliced cleanly in half, then Raiden grabbed his foot and sending him flying into the air, Raiden's hand spark with lightning and with a red Phosphorous grenade, he lobbed the non-lethal explosive at him as it exploded with a blue and red lightning sparker and the blast sent a smoldering left arm Hro Talak slamming into a wall, where he then slid to the floor in an almost cartoonish fashion. After checking to see that he wasn't dead, but still not a threat, Raiden's red crimson aura faded and turned around.

"Hey!" He shouted. "How's it coming, y'all?"

It had been hard for Lantern to draw up enough willpower to crack through the shields of the controls. He was in so much pain, but he managed to push past it, thanks to his training from the Marines and the Green Lantern Corps. Once the shield fell, with help of Spidey's Murasama blade, he tried to push the plunger-like device down, but with only one working arm, he wasn't strong enough. That is, until Shayera placed her hand over his while, Spidey and his gang placed their hands on theirs with Heller hand over them, "Allow us to help you two." Aelita said, adding their strength to his own. Together, they deactivated the shields around the bypass.

Watchtower

As the fiery remains of the Watchtower plummeted towards the bypass, Batman struggled to remain conscious. The extreme heat of reentry had pushed him to his absolute limit. Sweat rolled off of him in waves, and the only thing that he could still focus on was the targeting path on the computer screen in front of him, which miraculously still worked.

Finally, just when he knew that there was no way that the station wouldn't hit the bypass, Batman allow himself to pass out. Fortunately, before the impact, Superman crashed through the walls of the station, and pulled both Batman and the seat he was strapped to, to safety. Seconds after they exited, the Watchtower, home and base of the Justice League for two years, crashed into the hyperspace bypass. The entire device, the size of a city, exploded with a force not seen since the atomic bomb was dropped on Japan. Over 200 miles wide, and nearly 20 miles deep, the crater could be seen from orbit.

Superman and Batman, who'd regained consciousness, took a moment to look out over the devastation, before the Man of Steel turned to the Dark Knight.

"Always have to be the hero, don'tcha?"

Batman looked at his friend for a moment, before giving a tired smile. "Right back at you."

Thanagarian Flagship

Spidey, and his gang, Green Lantern and Shayera looked at the crater that was the hyperspace bypass via a viewscreen in the room. Shayera gave them a satisfied smile before she looked down at the floor with a sad, guilty expression.

'She's realizing what she's done,' Spidey thought; she's betrayed her entire species. What will she do now?
Further introspection was interrupted by the appearance of several dozen Thanagarian soldiers that flooded the room. The seven prepared to defend themselves, when cries of pain from the back of room caused everyone else to turn. Standing over the unconscious forms of several Thanagarians, bloody, bruised but unbowed, was Wonder Woman!

"Who's next?" she asked, raising her sword. As more of the soldiers began to charge, a voice rang out.

"Stand down!" Charred, bruised, no right arm, bleeding on the right side, and beaten nearly to a pulp, stood Commander Hro Talak. "Lower your weapons." The soldiers quickly obeyed.

"Commander?" one of them asked.

"Our mission is a failure." Talak went on. "There's no more reason to fight. Let them go." He ignored the inredulous looks from both his soldiers and the heroes and limped over to Shayera. "I hope you're proud of yourself. It'll take years for us to rebuild elsewhere."

Shayera stared at him, unfliching. Spidey and the bladers caught their beyblades as the Bit Beasts went back into the blades and Spidey return his Pokemon along with Dawn as Piplup got on Dawn's head, Pikachu and Beautifly on Spidey's shoulder and head. "Then you'd better get started." With that, she, Lantern, Wonder Woman, Spidey, and his gang marched out of the room. No one made a move to stop them.

Wayne Manor, the Next Day

Aelita Stones, and Dawn Bertliz sat on either side of Spidey with Pikachu and Beautifly on him, Piplup in Dawn's lap, Madoka Amona, Chance Furlong, Jake Clawson, Odd Della Robbia, Ulrich Stern, Yumi Ishiyama, Jack, John Cena, AJ Lee, Zoe Orimoto, Rex Salazer, Gwen Tennyson, Kevin Ethan Levin, James Heller, Sly Cooper, Bently, Murry, Altair, Ezio, Conner Kenway, Edward Kenway, Tyson Granger, Kai Hiwatari, Max Tate, Ray Kon, Kenny, Hilary Tachibana, Daichi Summeragi, and the gang sat on some couchs, chairs with Shayera on the couch next to Raiden, watching the news. The television showed hundreds of Thanagarians ships leaving the planet. The reporter went on to thank the Justice League for what they did to save the world. Sunny and Kenny were tinkering something at a table a project some sorts.

'Another thing that's different here,' Spidey mused, 'instead of hating heroes, like Jonah J. Jameson, the media gives them props. Go figure.'

Shayera turned off the TV and looked at her feet. "They've been in there a long time."

"Yeah," Ray replied, "They have."

They were referring to the League, which was currently having a discussion about its future of its teammate, in the dining room. Since she had betrayed them, she had lost the right to voice her opinion on League matters. Since Spidey, and his gang weren't League members at all, they had been politely asked to leave.

The group had spent the last several hours talking, everyone trying to raise her spirits, and she spent time listening to some of their adventures from when Spidey and Dawn and the bladers were younger as heroes until T-Bone and Razor came along and they had wildest adventures until they came to story of Lyoko (Spidey and his gang left out that they seen some of the series) while they protected Earth from a nasty computer program known as XANA. She had been more than a little surprised to learn that Spidey and his original gang had began their superheroes career at only about 10 years old all of them until they aged to their original ages as the superhero team the Roadburners.

Though Spidey and his gang had been trying to make Shayera feel better, in truth, they'd actually improved their own moods. Talking about the goods times from that day since Spidey got his Ultimatrix and transported to the Beyblade universe with the bit beast beyblade teams and Madoka Amona, they try to get of Boris and the Abbey or something, they won but cost Madoka lost her friends and crush Gingka, he give her his beyblade and launcher and belts for it, after that they to the Pokemon section of their universe they meet Dawn Bertliz and some of the Pokemon but she became friends with the 10 year old Spidey Parker, the bladers and Dawn gaining Saints Row 4 powers, heading to Spidey's universe they meet two WWE Superstars who has powers from Cole MacGrath and Avatar Korrea, James Heller, Zoe who came with the bladers, they traveled cross country during the summer with Gwen Tennyson and Kevin Ethan Levin (the universe without Ben Tennyson) and Grandpa Max Tennyson, even meeting the Cooper gang, all of them allowed remember good times the other happy times with their friends and family. Spidey lost his family and friends and girlfriend in the Marvel Universe before he transported to the reality universe. Maybe they'd never get over it, but at least they knew that they could feel better. At the very least, Spidey and his gang knew that Aelita wouldn't try to kill her again or themselves again.

Although they were feeling slightly better, they could tell that Shayera was still depressed. She had lost everything. So had Spidey and his gang, but they had gained a few friends that would support them. Shayera had betrayed those friends, as well as her entire species.

Now here she was, watching her people fly off in defeat, knowing that it was her fault. Without her Thanagarian armor, and all of her other clothes destroyed along with the Watchtower, Bruce Wayne had at least provided her with a pair of jeans, shoes, and a white shirt with the back cut away to allow for her wings.

They sighed. "Look, Shayera." The Thangarian stopped staring at her shoes to look at them. "We know at least part of how you feel. We know what it's like to lose everything." She looked at them, confused. Mustering up her courage, Aelita continued for her friends. "You may have lost your friends' trust, but least they're still alive. You can rebuild that trust, it might be hard but someday you can regain their trust again. A crush of mine, I've ever cared and loved, was kill 4 days ago. Few years back my mother was taking from me as a child and Spidey has lost his also." There. She'd said it out loud for them.

Shayera looked at them in shock. They'd gone through that kind of trauma, and had been thrown into a universe that was completely strange to them, and they're still risked their lifes to save a world that wasn't even theirs'.

"We're just gonna say this," said Sly, "if you hadn't made the sacrifices that you made, there's a good chance that we wouldn't be here today to hear that reporter's annoying voice." Shayera gave a weak smile. Odd and Ulrich put a hand on her shoulders. "Whatever they decide in there, in our eyes, if no one else's, you're a hero."

Shayera gave them another smile; this one, however, was genuine.

...

"She explotied our weakness, betrayed us..." Wonder Woman had been ranting about what Shayera had done to them, and by this point had probably repeated several of her own points.

"Come on," Flash said, in Shayera's defense, "she was in the ultimate no-win situation; but when push came to shove, she came through for us, just like always."

"She is a pariah to her people." J'onn added. "We are all she has left."

"Believe me, J'onn, I feel for her." Said Superman, "But after everything that's happened, I honestly don't know if I can ever completely trust her again."

Green Lantern looked at the table, silent since the discussion began.

"We're arguing in circles." Said Batman, "It's time to take a vote."

...

"Excuse me Miss Hol," Alfred said as he entered the room. Spidey and his gang and Shayera stood up, apprehension on their faces. "They sent for you."

"Thank you, Alfred." The butler nodded, and walked away. Before she headed to the dining room, she Spidey and his gang a group hug. "Thanks, everyone."

Spidey and his gang returned the gesture, though it was hard to hug someone with wings. "No problem, Shayera."

As soon as she entered the dining room, Spidey quickly pull out Dragoon GT beyblade from his container and quietly went over to the adjacent wall with his gang. They hoped to hear what the League had to say. Maybe they'd go easy on her. Spidey's spider sense goes off and everyone jump slightly when they heard a soft cough. They turned to see Alfred, with a small smile on his lips. Before anyone could explain what they were doing with Spidey, the butler put his ear to the wall, and gave them a wink. They grinned, then mirrored Alfred's action.

...

Shayera entered the dining room to find the other six League members standing in a line. All stood with their backs straight and their shoulders squared. Even Green Lantern, whose right arm was in a cast.

"Hawkgirl..." Began Superman.

Shayera interrupted him. "Before you start, I have something to say." She took a deep breath. "I came to this planet as a patriot. I had a mission and I carried it out. What I couldn't know was that would come to care for the Earth, and her people." She looked at each other of her teammates in the eye; even Batman, who looked her in suspicion, and Wonder Woman, who still gave her a look of contempt. "That I'd come to care for all of you. I've spent the last five years torn between my feelings and my duty. I won't ask you to do the same." Her spine straightened, and some of her old fire returned. "Therefore I am resigning from the Justice League, effective immediately."

She turned and walked towards the door, leaving six stunned ex-teammates behind. Flash recovered fastest and stopped her long enough to give her a hug. She returned it, and whispered in his ear.

"Tell the others to take care of Spidey and his gang; they need friends right now."

With that, she let go, and walked out of the door. She didn't look back.

"Great," muttered Flash, "no Hawkgirl, no Watchtower; what's gonna happen to the League now? Do we all just walk away?"

"No," said J'onn, "we rebuild. Starting today."

"J'onn's right," agreed Superman, "Earth still needs us, and we'll never let her down. It's our duty."

Green Lantern looked down, still silent.

...

Spidey and his gang didn't know what to say. They'd known Shayera for even less time than the rest of the League, but they still counted her as a friend, and now she was leaving? They wanted to say something, anything, to get her to stay, but found they couldn't.

"Good luck." Was all they'd managed to say. Still, they made sure to give Shayera one last group hug before she left..She was a lot like them, in a way. They'd both had their lives shattered, and now she was going to find her own way in the world. How could they do any less? They wasn't sure if they were ready to be superheroes again, but that didn't meant they couldn't live their lifes.

As they sat there, Sunny and Kenny give the project Beautifly just waiting for Shayera to leave and give the project to her, Madoka writes a note for Shayera to make sure she knows what it's for, they were thinking about their futures and Spidey looks at his Dragoon GT beyblade, Alfred walked in.

"Excuse me, sirs and misses." They looked up. "They're ready for y'all."

"Thank you, Alfred." They walked into the dining room with Spidey holding his Dragoon blade in his right hand gripped it. Aelita slowly sneaks her hand to Spidey's left hand and held it in her hand squeezed it. The Justice League was present, minus Green Lantern.

"Now then," said Superman, "What to do with y'all?"

...

Shayera stood at the edge of the cliff near the Wayne Manor. She heard footsteps, but didn't turn around. She knew who it was.

"You never asked how we voted."

Shayera barely glanced at John Stewart before returned her gaze to the sunset. "It doesn't matter."

"So... where're you gonna go?"

"I don't know." Said Shayera after a moment. "Some place where the fate of the world isn't in my hands. Some place where there are no more secrets, no more lies."

"Was it all a lie?"

Shayera turned to look at the Lantern. "I love you, John." She said that with a small smile. "I never lied about that."

After a moment of staring into his eyes, Shayera Hol turned around, opened her wings, and flew off into the sunset.

John Stewart watched her go, until she was too far to see. Only once she was gone did he allow the tears to fall.

"I love you, too."

About 200 yards away from the cliff without warning as Shayera Hol was flying away from the Wayne Manor, she notices something flying towards her. "Beau..." Shayera turns her head to look at what it was, and is shocked to see it was Beautifly, Spidey's butterfly Pokemon.

She stops and turns to her as she floats in the air with something in her little arms.

She asks just to be sure, "Beautifly?"

"Beautifly..." She said. "Beau, bea, beaut..." she said.

"What are you doing?" Shayera said understanding the butterfly Pokemon.

"Beautifly, beau.. beautifly, be, Beautifly..." (I have something for you, Spidey told me to give this to you).

The long auburn haired Thanagarian blushes and stares at her expectantly. The butterfly Pokemon hands her a little coin shaped device with the same symbol as the Ultimatrix on it from Spidey's watch.

"What is it?" Shayera asked as she examined the coin.

"Butterfree..." They turn to Butterfree coming at them with a note. "Free..." he said as he gives her the note.

Shayera reads. 'That is what Kenny and Sunny were working. It's a communication device that works on a frequency only the Ultimatrix can detect.' She pauses before she continues. 'If you ever need help whether it is a villain you can't beat or you know...you just wanted to talk, then you should call me.' Write and say by Spidey and Madoka.

A trace of tears run down her cheek as a smile takes shape on her face. "Thank you, Beautifly and Butterfree."

"Free..Butterfree.""Beau...Beautifly..." They replied.

She nods and flies off in the other direction as the two Pokemon return to Spidey.

Fin