Disclaimer: I don't own Ben 10 or Young Justice

Failsafe

"Deploying camera sensor units," Batman announced as he piloted his Bat Jet through the Upper Atmosphere. Two orb-like devices spawned from his high-tech plane and began streaming a live feed to the most important outlets on the planet such as, The White House, every member of the U.N, The Watchtower, and Mount Justice.

The orbs, and by extension the most important people on Earth, witnessed a massive ship the size of Texas float nonchalantly closer to the Earth. Batman watched as two Green Lanterns floated towards the ship with their rings pointed up in warning.

"Attention: you have entered the boundaries of Earth space, disengage all weapons and engines, this is your only warning!"

The massive ship only responded by discharging a wave of energy from a spot on the hull that completely enveloped the intergalactic police-force. Even with their will power construct shield, they were still vaporized by the blast.

Batman's eyes widened at the sight, he immediately began pushing buttons on his console. "Code Red: full offensive deploy!"

The loading bay in the Bat Jet opened and released Superman, Martian Manhunter, Captain Marvel and, Captain Atom each wearing an oxygen mask. They charged the enemy ship splitting to avoid another wave of energy. Superman turned and frowned as the blast split in two to follow them.

Superman and Captain Atom turned after realizing they couldn't outrun a blast of energy like this and instead decided to rely on their invulnerability to stop the blast. They were vaporized even quicker than the Lanterns. Martian Manhunter realized the same as the two before him and decided to opt-out for density shifting, allowing himself to phase through the attack and regroup with Batman later. He too was vaporized in an instant. Captain Atom decided to try absorbing the energy, even if it caused him to implode he was still far away enough from Earth to not cause any damage, even with his several hundred megaton fall-out. No energy was absorbed and the jumpsuit containing the nuclear energy that was Captain Atom was vaporized.

Batman's jaw hung loose for several seconds but, he had no time to be in shock or mourn, he needed to move. As he turned around and fled back to Earth, he was followed by a small craft that had emerged from the massive ship.

The craft vaporized the Bat Jet but not before Batman jettisoned a small pod that would fall to Earth and, if he was lucky, land in an ocean until he can send an S.O.S and be rescued. The ship quickly realized the pod had been released and immediately vaporized the pod along with Batman.

The world's greatest leaders were in shock, some watching in awe and some heading for their bunkers, one team stood passively, barely being concerned with the death of their leaders and predecessors. They were all gathered around a holo-screen that portrayed the scene as a dismal one as many thousands of ships poured from the massive one and headed to Earth. Some were intercepted by the world's defenses such as the Air Force. Several teams of pilots were gone in minutes. When they hit civilian population, the Justice League stepped in.

Heroes from across the globe banded together as they defended the populace and destroyed ships one by one. The battle was fierce but, in a matter of two hours, a transmission reached Mount Justice. Ben Tennyson answered the call surrounded by his team of ex-sidekicks.

Ben pulled up a holo-screen answering the call with a single gesture.

Red Tornado's stoic voice came through as he blasted away at the passing ships with his aerokinetic tornadoes. "Red Tornado to Cave, I fear I am all that is left of the League. Should I fail-" there was a rush of static and the line went dead.

Ben sighed and looked down, "They're gone."

Conner cracked his knuckles and stepped forwards, "Then what are we waiting for, a theme song?"

Aqualad quickly intervened, "A strategy, it's been made tragically clear that going head to head with them is not an option."

Ben placed a hand on his forehead and dragged it down his scalp and through his hair, "Than I guess we make a strategy. Where are the aliens now?"

Robin pulled up a large holo-map that displayed the extra-terrestrial's location as small red dots on the holographic globe, "Here."

Artemis lifted an eyebrow and squinted, "This one get lost?" She asked pointing at the red-dot that was isolated just south of the thirtieth parallel near Greenland.

Robin's eyes widened under his domino mask, "its Superman's Fortress of Solitude!"

Conner immediately sputtered, "Superman's fortress of what?"

"Superman's Fortress of Solitude! Its power-source must've drawn a scouting ship to investigate."

Conner turned with a grunt, "Must be some fortress."

M'gaan sighed, "Conner…"

"No, its fine, I guess there's a lot Superman can't tell me, ya know… now."

Everyone felt slight discomfort at the thought of their mentors and friends being killed in the invasion, but they shrugged it off in a single moment.

"We have to uphold their legacy by taking up their roles in defending the Earth, from this day forward, we are the Justice League." Ben looked at the muted news report with images of missing or dead heroes including heroes like Superman all the way down to vigilantes like Plastic Man. "The Justice League chose to put their life on the line to save the Earth and its time we make that same choice, So I say we go after that scout ship, break it down, integrate it into the bio-ship and hit those good for nothing trespassers with a taste of their own medicine. Who's with me?"

The entire team wiped the grim looks off their faces and smiled.

M'gaan gave Ben a warm hug and Wally raced behind him putting an arm on his shoulder.

"Not bad, inspirational, not too teary and to the point, I say that speech deserves a ten outta ten. Who's with me?" Wally was quickly elbowed in the stomach my Ben who turned to the rest of the team who didn't hesitate to answer.

Conner smirked, "I'm in."

Kaldur folded his arms, "My King would never deny such an offer so neither will I."

Artemis shrugged, "It's the apocalypse! I can't exactly go home and watch Netflix now can I?"

Ben smiled and turned towards the map, "Greenland huh? Do we have Polar Gear?"

…

Outside of a large mountain covered in ice and snow was massive two doors with the ever famous 'S' symbol engraved into it. Directly in front of this door floated a small ship with an 'antenna' like device sprouting from its hull and wings spreading out to the side, it largely resembled a piranha.

Several yards away Big Chill, and M'gaan floated above the ship out of sight. Aqualad floated in the freezing water beneath, Artemis and Robin hid behind a small wall of snow twenty or more yards away, and Kid and Superboy hid in relatively the same place only on the opposite end.

Big Chill spoke through the mental link that M'gaan had established prior, "Now!"

A blast of telekinetic energy crumbled the ships engine like foil-paper causing the ship to fall harmlessly to the snow. "Engine down!"

A single arrow shot from Artemis hit the front of the ship where they believed the E.T's communications were located causing it to explode in a small plume of smoke. "Communications down!" Another projectile launched from the same area, this time a shuriken flew through the air and dug itself into the hull where it spread a sticky substance the covered top of the ship. "And E.T's are sealed inside!"

The ship began firing frantically in all directions unable to see or aim. Superboy landed on the roof of the ship and watched as the weapon faced him and charged ready to fire. Superboy saw the last six or so months that made up his life flash before his eyes before a wolf like creature jumped from the ground and slammed his enhanced jaw into the laser turning it and causing it to fire harmlessly into the snow. Superboy smiled lightly and grabbed hold of the laser to stop it from pivoting before ripping it from its place on the ship. As he removed the weapon a small circuit fell out and hung loosely from the main gun. Suddenly it began to glow and emit a high pitched whine as it charged, no one, not even Superboy could hear this whine but, an enhanced wolf's ears could. Superboy was knocked out of the way faster than he could process as Wolf was vaporized before their eyes.

"Wolf…" M'gaan started but couldn't form the words to describe how she felt, like something was holding her back.

Robin scrolled through options on the holo-screen that floated promptly above his gauntlet. "There was no sign of feedback, I-I'm sorry," Robin couldn't help but sympathize with the Kryptonian since Wolf was considered family amongst the few people that Superboy actually knew, and Robin knew all about losing family.

Big Chill shook his head as Superboy came to his senses and leaped back onto the alien ship, "Can't do anything for him now."

Superboy reestablished his monstrous grip on the now in-operable disintegration ray.

Big Chill floated to the ground and allowed his long moth-like wings to fold over himself resembling a coat or hoodie. "This weapon was more than effective against someone as invulnerable as Superman, someone with magic like Captain Marvel and Zatara, someone who could shift their density like Manhunter and even Amazonian gear blessed by Zeus himself. It's no surprise an army of these can carve through a Planet in hours."

Wally sped around a mused at the sight of the advanced canon being slowly integrated into the Bio-Ship. "All of which dictates we take it and use it against them, once we have one we can start mass producing them!"

Big Chill scoffed, "Shouldn't you be running perimeter?"

Aqualad burst from the ice and landed next to Big Chill, "He doesn't have to, look!" the Atlantean pointed into the sky as two of the standard red ships flew overhead.

Big Chill grunted, "I'll take them, you guys protect the ship! Artemis with me!" He slapped the Ultimatrix on his chest and emerged as Jet Ray.

Artemis fired an arrow into the air but missed due to the sought after ship swiveling out of the way. "I gotcha covered!" she shouted as she pulled another arrow from her quiver and pulled it back on its string. Jet Ray flew towards the ships and used his neuro-blasts from his eyes and tail to, with much effort; destroy a single ship causing it to crash and burn briefly in the snow. The other ship turned around and flew past Jet Ray and instead attacking the Bio-Ship and the team.

"No!" He shouted he had flown a long distance while fighting the first ship; he was at least a mile away. The ship dodged multiple arrows and watched as the team fled to the safety of the Bio-Ship. Jet Ray shot off a few blasts that managed to strike the engine of the alien ship causing it to crash in a plume of smoke a few hundred feet from the Bio-Ship.

Jet Ray watched as the crashed ship turned its weapon in his team's direction, he flew faster than he ever had, the beam was moving in slow motion compared to Jet Ray but, the distance between him and the beams target was so great… He was so close.

"ARTEMIS!"

Jet Ray flew past where Artemis once stood, the beam had not only vaporized his team mate and friend but, it had shattered his whole reality. It felt like the Earth had stopped, the Universe was silent but landing face first in the snow snapped him out of it. He realized that it was all real, the weight of the day's events slammed on his shoulders like a two ton weight.

Wally was frozen in place as his knees turned to jelly and caused him to fall to the snow. "It can't be…"

Jet Ray came to his senses as tears flowed down his cheek, "Get on the ship! Now!" He slammed the dial once more but this time it wasn't just any alien.

"Way big!" the To'kustar's voice boomed through the mountains as he slammed his heal into the ship that had killed his friend. The others still couldn't believe the amount of striking power Way Big possessed, the entire area shook in fear as the giant took revenge the only way he could.

Slamming the Ultimatrix once again, Ben fell through the air from nearly two thousand feet up only to be intercepted by the Bio-Ship. They fled the scene in shame and mourning, they were so disappointed in their loss; they had been devastated by this one act. Being a teenage hero always feels like a game until a comrade is injured or worse, killed, that is when reality sets in and reminds you of the risk it takes to be a hero.

Wally sniffled lightly before slamming his hands down on the dashboard of his seat, "Damn it! Damn it! Damn it! They're all dead, every last one of them if it's the last thing I do!"

No one wanted to admit he was violently expressing what they all had been thinking.

Ben stood from his chair and ran his hand through his hair; he sighed and placed a comforting hand on Wally's shoulder. It wasn't until Wally looked up did he notice how Ben had a serious look on his face.

"The time for mourning comes later; we still have a job to do."

M'gaan wiped her tears and placed her hands on the Bio-Ship, ready to guide it wherever need be, "Back to the Cave?"

"The Hall of Justice, as the new Justice League its only right that we protect our predecessors' ex-headquarters for respects sake, besides, the world needs to know that there are heroes still protecting them," Ben looked over to M'gaan and smiled, "That there's still hope."

…

Washington D.C. Hall of Justice

A line of tanks, soldiers and anti-air craft missile launchers stood outside the Hall of Justice on Capitol Hill. A single leader barked orders throughout the battle field, observing the enemy with his binoculars.

"Fire!"

The soldiers threw everything they had at the swarm of alien ships but only managed to take down a few. That was until a ship appeared from nowhere and began vaporizing enemy ships one by one.

"What the devil?" The man shouted out as his enemy's numbers dwindled at an exponential rate. Suddenly a hole in the ship opened releasing Superboy who landed on the ship below with enough force to knock a jet-liner off course sending the ship into the ground and skidding to a halt just a few dozen feet from the soldiers.

One soldier lit up like a Christmas tree, "See? I told you Superman wouldn't abandon us!"

Superboy grunted, "I'm not Superman…"

"And Superman didn't abandon anyone; he was killed in battle by the aliens. He was one of the first to give his life." Ben approached the man as some soldiers began grieving in silence over the loss of their hero.

"General Wade Eiling United States Air Force!" The man introduced himself while saluting to Ben which seemed like a nice surprise.

Ben reached his hand out and shook the General's without hesitation, "Ben 10, Justice League."

The General looked behind Ben and scanned his team before smiling, "We may just make this work… What's the plan, son?"

Ben smiled in response, "We've already stolen their main weapon and it's proved useful so far, even on large numbers. I say we draw a line in the sand right here, with the Leagues armory and tech, it may just give us an edge."

"Understood!" Eiling saluted once more before turning to his troops, "I want sentry's posted at every outpost, if even one alien gets within ten miles of here without me knowing about it, I'll make sure to use you as cannon fodder, do I make myself perfectly clear?"

"Yes Sir!"

"Now let's get a move on and save the world!"

The soldiers cheered as some went to set up the sentry's and others retreated into the Hall. Ben guided his team into the Hall where tattered and crumbled statues of the fallen titans stood tall and strong.

Superboy stared at Superman's statue which was missing the left half of his torso. Robin stared up at Batman's statue while Wally did the same to Flash's; M'gaan simply cried over her Uncles decapitated statue head.

Wally let it all sink in for the moment, "They're really gone, aren't they?"

Ben rubbed his chin, "Why didn't we care?"

They all looked at him with curious stares.

"When the news first hit us we all just shrugged it off, but suddenly, we mourn?"

Superboy growled, "What's your point?"

"My point? We watched the entire Justice League get vaporized! Fifteen of the world's best fighters and they were wiped out in two hours! That shouldn't even be possible! These disintegration rays seem way too infallible and yet we still think we have a chance. But most importantly you guys were trained and raised by your mentors and watching them be killed doesn't even slightly faze you? Somethings not adding up here." Ben looked out the window at the brown sky polluted by ash and smoke, the entire world fell to shit and it was like he didn't care but then suddenly, he did again. What changed?

Ben's train of thought crashed as he heard a loud bang like a massive object had been dropped. Immediately Ben slapped the Ultimatrix and emerged as XLR8.

"Uncle J'ohn!" M'gaan shouted as the elder Martian rubbed his head in a small crater on the ground, but before M'gaan could reach and hug her Uncle, XLR8 sped in front of her and lifted his visor.

"Read his mind; make sure the person matches the brain."

M'gaan quickly looked at his mind but payed very little attention to what she was looking at, his mind was definitely that of J'ohn J'onzz but, his thoughts were blocked and clouded. She cared little and floated past XLR8 to embrace the only family she ever knew.

"It's him! He's here and he's alive!"

Superboy folded his arms in disbelief, "But we saw you get disintegrated along with Superman… and everyone else."

"I remember but, I don't remember how I survived or how I arrived here." J'ohn stood to his feet weakly.

"Maybe you were density shifting when the beam hit causing it to pass through you," Aqualad surmised as Robin added his own two cents, "Scrambling your brains in the process!"

"I suppose that is possible," J'ohn rubbed his head again and tried to collect his thought but failed as his niece screamed in agony and fell to the ground.

"M'gaan!" XLR8 yelled as he sped over to her, she wiped the tears from her eyes and muttered, "The Bio-Ship…"

XLR8 widened his eyes and willed his visor down as he sped outside and witnessed the massive swarm of ships slowly making their way to the Hall. The Kineceleran took a step back in shock and fear; it was an overwhelming amount of ships, hundreds if not thousands.

"God help us all," XLR8 sped back into the hall and towards J'ohn.

"You need to use your authorization to teleport us somewhere safe!" XLR8 shouted over the gun shots and loud explosions in the background.

J'ohn let go of his niece and nodded, "I'm afraid I can only authorize one at a time."

"Oh for the love of… Send the soldiers first, we'll hold them off!"

General Eiling let several hundred rounds loose from his Ak-47 before turning to face the heroes "Delay that! You seven are an asset that we cannot afford to lose!"

"Fine!" XLR8 slapped the Ultimatrix shifting his DNA to one composed of molten rock. Heatblast ran towards the entrance and out into the battlefield, it was chaos. Nothing like the Highbreed or the Esoterica, these aliens had to have millions of available ships to be able to deploy this amount of fighters to a single area and maintain dominance around the globe, this was simply impossible to have a fleet so large in quantity and power.

Heatblast let his instincts simmer in the back of his head while he exploded with enough heat to melt solid steel. He sent massive balls of flame into the ships knocking them off course and causing them to crash but leaving them other-wise unharmed.

"Impossible… unless-" Heatblast was once again distracted as a beam of energy slammed into the ground below his feat sending him several feet away and into the dirt. There was a ringing in his ears but he slowly rose to his feet anyways, disoriented and weak, he limped back inside to find Superboy helping a soldier through the teleporter before jumping in himself. Aqualad helped Martian Manhunter through as he looked over to Heatblast who quickly realized they were the only two left in the room.

A ship took aim at Heatblast who raised his hand in preparation to counter when suddenly he felt hands gripping his torso and tossing him across the room. "They'll need you more than me! Go!" that was the last time anyone heard Kaldur'am's voice on the battlefield; it was also the voice that haunted Ben for the next fifteen minutes even as he and the others regrouped in Mount Justice.

They had all been talking but, Ben wasn't listening, he could only hear Aqualad's sacrifice and how he knew he could stop all of this. He shouldn't have waited this long, he should have done this from the beginning.

"Ben, what's the plan? What do we do next?"

Ben sighed and stood from his seat in the middle of the cave, "You guys don't do anything." Ben lifted his wrist and began speaking, "Voice Control Mode Activate."

"This function is locked and unavailable." The Ultimatrix spoke back in a voice sounding similar to a monotone version of Ben's.

"Override command code ten."

"Override accepted, Voice Control Mode unlocked"

"Access Master Control."

A bright green glow illuminated the entire mountain as the very small group of soldiers who had made it across had to cover their eyes even though they were on the opposite side of the room.

"Master Control Unlocked, One million and four available transformations."

They all gave Ben a confused look, "What was that for?" M'gaan asked innocently.

"This is no time to be pulling my punches," Ben walked up to the massive holo-screen displaying a tragic scene all across the globe.

"Again I beg the question, what's the plan?" Wally asked sarcastically.

Ben smiled and without turning around said, "You guys are gonna stay here in case I die or something, I'm gonna go hit them really hard."

They were all dumbfounded, how was someone so great so stupid?

M'gaan stepped forwards, "That better be a joke because that sounds like something Wally would say!"

"Even I realized how dumb that sounded," Wally stressed, "And I'm me!"

"Guys, imagine we all go in and die, who will protect the planet then?" Ben proposed a question that no one could argue with, except for M'gaan who didn't need sound reasoning to debate at the moment.

"Then it'll be someone else's problem! We did our best! If we can't stop them then what can we do?"

"You survive, as long as one of you still breathes than the war will never be over, but I can't go all out if I know you guys could get hurt."

"And you really think I'm going to just let you go alone?" M'gaan stepped forwards as she felt a hand on her shoulder.

"No, I count on Conner and Wally to keep you here, Dick I need a favor."

"Why me?" Robin asked as he had been silent the entire time.

"Because I need you to tell me where their base is."

Robin pulled up a holo-map and searched for several moments before expanding the holo-map so that the entire team could see it. "I'd have to guess their mothership, it's the vessel that initially arrived here and dispatched the other drones, and it currently sits on top of what used to be Smallville Kansas."

"I know we're a few members short right now, but I want to thank you all for your service. It was an honor being your leader for the brief time that I could."

M'gaan ran up to him and tried to slap him but was held back by Superboy, "Don't you dare talk like you're not coming back! Don't you dare do that to me?!"

"I'm truly sorry; I can't pretend I'm not scared because I am. It's not easy doing what I'm about to do but, as long as I know you guys will live. I know it's worth it."

A random flash of green light erupted with no warning in the room, leaving Jet Ray in Ben's place. The alien took off with a sonic boom, easily surpassing Mach Six and even Mach Seven. With this speed he was hovering over what was once Smallville in a matter of minutes.

Jet Ray landed in the dirt several hundred feet from the Mothership before reverting back into Ben.

"This is gonna be a toughie," Ben stared up at the massive ship that had drones floating in, out and around it.

"I guess its hero time then…" another random burst of green energy and Ben was gone, now stood…

"Way Big! But, wait! There's more!" another glow engulfed the enormous alien who was already half the height of the Mothership. "Meet Ultimate Way Big!" This new titan was awe-striking, over twice as big as Way Big with two extra horns pultruding from his head and blue cosmic armor added to the red making his defense far more than any average To'kustar.

Way Big now stood at eye level with the Mothership, nearly twice as tall and ten times as powerful, he looked up into the clouds which he could now reach out and touch if he chose to, the polluted clouds began slowly dropping their contents of water through the air and towards the ground, Way Big allowed the water to spray across his face and body as it set the mood for a battle that would never be forgotten.

Way Big stood in patience for several seconds before finally speaking, "I figured my presence was enough to sound a few alarms, I guess I figured wrong."

Way Big reeled his fist back and slammed it into the Mothership with enough force to wipe a mountain-range from existence. The force of the blow sent out a shockwave so powerful that it forced a crater to form around the ship, tearing chunks of Earth from the ground and causing the entire continent to shake in terror.

…

Mount Justice

M'gaan levitated into the air to keep from losing her balance as the mountain and its surroundings shook vigorously without end.

"What… is this… power?" Superboy shouted as the shaking caused a roar of thunder that was nearly deafening.

Robin, after gaining his equilibrium as he had been taught by Batman, pulled up a holo-map of the globe. "The energy is emanating from Kansas… you don't think?"

"It can't be!" M'gaan shouted over the thunder.

"Whatever it is, if it happens again, the entire Earth might just fall to pieces!"

…

Gotham City – The Bat Cave.

Red Arrow dropped his array of trick-arrows to the ground at his feet as the bats that made the cave their residence fled from the cave in fear of the shaking.

An African American teenage girl with grey body armor and short cut black hair lifted herself into the air with a slight teal hue emanating around her. "Is this an Earthquake?"

Zatanna stepped forwards placing her hand on the wall to keep her balance, "I don't feel anything mystical."

"This isn't an Earthquake; this feels less natural like… like something is shaking the ground with physical force alone."

"The aliens?" the girl asked still floating in the air.

"Guys these seismic readings say the entire continent of North America is experiencing a massive quake right now, all originating from… Smallville Kansas." Barbra Gordon spoke out from in front of the computer console.

"What could possibly cause the entire continent to shake like that?" the girl asked.

"You guys are gonna want to see this!" Barbara shouted, "This was picked up by Wayne Satellite 009 just thirty-two seconds ago." Barbra over laid the seismic readings with the satiate image, "And this is where the seismic event is originating."

The image was clearly some-sort of variant to Way Big which was slightly famous amongst heroes for defeating the Injustice League. This variant had his fist planted firmly on the hull of the ship.

They couldn't believe what they had seen.

Smallville, Kansas

Way Big smiled, his Ultimate power was frightening even for him, with his new strength he should be able to take care of the Mothership no problem. There was, however, one small problem…

"That's impossible…"

Way Big pulled his fist away and not a single dent lay on the ship's hull. As the vibrations began to dim, thousands upon thousands of holes began opening up from the ship releasing the drones that contained the disintegration ray.

"You're dense if you think those things can hurt- OW!"

Way Big may have been thousands of times larger than the ships but, their beams still stung like bee-stings all over his body. He could endure though, long enough to end this.

Way Big didn't need to cross his arms to release Cosmic Energy in his Ultimate form but, he had done it with normal Way Big so often that it became a habit of his. He crossed his right arm over his left and waited, sparks of blue energy flew through the air around his arms. The attack charged as thousands of stings rushed his body every second. And suddenly, the power was released.

The wave of blue energy tore through the ground and air with such verbosity that it too caused the ground beneath him to shake. In fact the entire state of Kansas was shaking now as the blue energy engulfed the Mothership with enough force to decimate even the Moon. With this power in tow, Ben couldn't imagine loosing, last time he used this form he had no idea what to expect or how powerful he'd become, but after training and honing his skills and techniques, Ultimate Way Big was easily his most useful alien in his entire Universe.

As the energy faded a plume of smoke took its place, dramatically hiding the results of the blast. Way Big expected to at least have scratched the paint off or something but, alas, the Mothership stood unfazed. The ships that had been swarming the titan were long since turned to dust by the blast but, the Mothership itself appeared unaffected.

Way Big took a step back before falling on his back causing an Earthquake that briefly shook the area.

"This is insane! What is that thing made of?!"

Suddenly, the Mothership released something unfamiliar to him. These mechas were nearly twenty feet tall each and sported an array of weaponry. They were soldier-like drones… they were the second line of defense. The drones that had wiped away the Justice League and dominated the world were just the first line of defense. The pawns, the weakest, the default. This simply couldn't be possible; Ben wouldn't have to worry about Vilgax because these aliens had the power to take over the entire Universe with their army.

The new drones sprayed Way Big who had gotten to his feet with a new weapon that sent powerful electric shocks through the victim's body with every strike, and there were dozens of them.

Way Big tried defending himself by simply over-powering and crushing multiple mechas at once but, they kept coming. Way Big was too big of a target at the moment, he couldn't do this anymore!

Way Big shook the mechas off of him and backed away, sending discs of cosmic energy at them, each with the force of a Nuclear Warhead. Once he had backed away, a green light signified Ben's return. He was flying through the air again but this time, he was nearly half a mile up or around two thousand five hundred feet. He had time to examine his enemy; he watched the mechas briefly search for him before returning to the Mothership. Ben sighed casually as he fell through the air approaching one thousand feet.

The rain that he fell through stung worse than the disintegration beams as he was now falling at nearly sixty miles per hour. He was about to transform again when something intercepted him, something warm and appealing yet somehow dangerous.

"Ben Tennyson!" M'gaan yelled in anger as she caught him only a few hundred feet in the air.

"M'gaan? I thought I told you-"

"Don't ever try and tell me to let you die again! I swear I'll kill you myself if you do!" M'gaan lowered Ben to the ground gently and embraced him in a hug.

"I wasn't supposed to lose, Something is very wrong here." Ben looked back at the Mothership which had reassembled all of its assets and began looking like normal again with all of its soldiers piled up inside.

"Wasn't supposed to lose? What is that supposed to mean?" Wally asked approaching Ben with a worried look.

"It means Ultimate Way Big has enough power to vaporize the entire Moon if he wanted. That ship can't possibly be able to withstand that much power, but it did."

Robin did some math in his head before raising his finger into the air, "If what you say is true, than that ship just tanked thirty trillion megatons of force, maybe more."

"Well maybe it's not as tough on the inside as it is on the outside!" Wally exclaimed, "We sneak in and blow it from the inside out."

Ben and the others shared a confused look briefly before smiling, "I think Wally just had a good idea," Ben chuckled as Wally frowned fiercely.

"Oh haha, very funny," Wally announced sarcastically as the rest of the team chuckled slightly.

"Does anyone else feel bad for laughing during the apocalypse?"

…

Ben, M'gaan, Wally, Robin, Conner and J'ohn were now all gathered in Mount Justice discussing their intricate and strategic battle plan.

"So, here's the plan, we go in, find the core, and then we blow it up. Simple enough?" Ben explained.

After receiving nods from everyone Ben sighed, "Here's the bad part, we need a distraction to keep attention away from Robin and Wally. And I think it should be me…"

"Are we back to this again?" M'gaan grunted before continuing, "I won't let you sacrifice yourself."

"This is different, before the plan was to take the Mothership down with everything I have but, this time it'll be about strategy."

M'gaan walked towards Ben and placed her face firmly in the crook of his neck, "I don't want to lose you."

"I'm Ben Tennyson; I've saved the Universe more times than I can count before I was even eighteen. Some alien invasion isn't going to take me from you." Ben brought a hand up to her cheek and M'gaan brought one up to hold onto his.

"This is all very touching but, fate of the world at stake here!" Wally shouted throwing his hands in the air.

"Right," Ben said pulling away from M'gaan with a slight blush, "Then let's end this apocalypse, shall we?"

…

Smallville, Kansas

M'gaan and J'ohn floated through the air as intangible specters would, going completely undetected. J'ohn shifted through the wall first; he then allowed his powers to shift M'gaan's density as well as she couldn't on her own yet. They slipped into the ship and once they were properly hidden, they activated the psychic link, "In position."

"Understood," Ben allowed his mind to once again interact with his Ultimatrix as a green glow engulfed him suddenly revealing some sort of creature about five feet tall with yellow-ish armor covering his white marshmallow-like skin.

"Cannonbolt!"

The creature known as Cannonbolt quickly reverted into a giant ball and began spinning to pick up friction before launching himself off of the cliff he was positioned and onto the hull of the ship. "Hey you glorified trespassers!" Cannonbolt shouted as several guns swiveled to face him, "Wanna see how a real alien fights?" the guns fired and Cannonbolt immediately reverted into a ball and dodged the attacks. He rolled in front of other guns drawing fire towards himself and it destroying multiple weapons by simply rolling past them.

"In position" Cannonbolt muttered psychically.

…

Wally nodded to Superboy who leaped into a dispatching dock that the ships originally deployed from. Robin climbed onto Wally's back and allowed the speedster to use acceleration to boost his agility, launching them into the dock as well.

"In position, proceeding with mission objective." Robin spoke as he hopped off of Wally's back and began running down the hall they arrived in. Suddenly, Robin halted causing Wally to run into him and nearly knock them both into a jellyfish-like drone. It charged its single eye and prepared for a beam attack that the others could only assume was a disintegration beam. Superboy prepared to act but, was intercepted by J'ohn and M'gaan who thoroughly blindsided the drone and sent it into a wall.

They all ran down the hall, aside from the Martians who levitated, as they took several turns before finally arriving in a large room illuminated only by a bright yellow power source. Robin stepped forwards but was surprised when he felt a force tugging on him and pulling towards the power source. The energy was so powerful it had its own gravitational field. Wally grabbed Robin's hand but found himself being pulled off of his feet. They flew towards the power source before Robin shot a grappling hook that caught itself on another platform, M'gaan lowered them down slowly.

Wally watched as Robin set the charge on two belts filled with C-4 explosives.

"You sure that's gonna work?" Wally asked as M'gaan and J'ohn came under fire from more drones.

M'gaan dodged a beam that went straight for Robin and Wally, the former being the direct target, using his enhanced speed he managed to knock Robin out of the way but, he was too slow to avoid the blast himself. Wally was vaporized as Robin fell to the power source once again. Conner moved to doge several beams at once, four remaining drones; he could at least take one. He leaped into the air and slammed his fists down on the top of machine causing it to fall to the ground. Before it landed it sent a final discharge that slammed Conner in the chest vaporizing him on contact.

M'gaan shuttered as she witnessed this, the drone she and her uncle were battling currently focusing on Martian Manhunter who managed to dodge around them for most of the time.

J'ohn wiped his forehead and immediately felt a light bulb go off in his head. This epiphany would go unanswered as a beam came from behind him and began to vaporize him. In the shortest of moments, the slightest most short moment, J'ohn used his psychic prowess to send a telepathic message to Ben just as he was removed from existence.

"NO!" M'gaan shouted crushing the drone with her telekinesis.

Robin threw two shuriken that froze and detonated the last two drones still in the room, "M'gaan we have to go!"

M'gaan wiped a tear and lifted Robin back onto the proper platform, "How long?"

"Less than three minutes."

…

Ben, now as Diamondhead, dodged and weaved between beams, stopping for less than a second every now and then to shoot crystals at drones. He was surrounded but, not out of the fight.

Diamondhead slammed his fist onto the hull of the Mothership causing massive crystal shards to pierce drones.

As he dodged and weaved through blasts he suddenly had random thoughts in J'ohn's voice telling him things at such a speed he was almost overwhelmed. He wasn't though; he simply made a single misstep which caused him to accidently swing his right arm into the line of fire. His arm was vaporized and he was sent flying across the ship.

He knew now, he knew what was wrong; he knew the simple answer to escaping this hell but, could he do it?

Diamondhead slammed his remaining right fist into the ship causing a massive shard of crystal to give him cover as he leaped off the ship and onto the ground below, rolling to a halt.

A green glow engulfed him as he changed into XLR8 (who unsurprisingly was still missing his left arm) who began running faster than he thought he could, he just barely avoided the fall out of the ships detonation which closely resembled a forty megaton atomic explosion. The shockwave unearthed boulders and nearly sent XLR8 off his feet and it would have too if XLR8 wasn't generating so much friction between him and the ground he was running on.

Once he had successfully out ran both the shockwave and the initial blast, XLR8 stopped to witness the massive mushroom cloud that emerged from the explosion. XLR8 looked around and noticed no change, "She's alive."

XLR8 sped closer to the cloud searching for signs of life; he nearly flew right through one as M'gaan floated up from the ground.

"M'gaan!" XLR8 sped back towards her as he immediately reverted back to normal.

"Ben!" M'gaan shouted still teary eyed.

Ben stepped forwards as M'gaan caught site of his right side, "Oh my god! Your arm!"

"It's temporary." Ben sighed, he knew what needed to be done but, he simply couldn't do it.

"You have a spell that can regrow your arm?"

"That's not exactly what I… Oh look," Ben pointed into the sky as another Mothership identical to the one that was just blown to pieces took its place over the crushed city of Smallville.

"No… We- we have to get out of here!" M'gaan stuttered as she turned around and attempted to fly away when Ben grabbed her by the wrist pulling her into a hug.

"I'm so sorry." Ben muttered into M'gaan's ear as he plunged his Mana covered fist into her abdomen causing her to gasp intensely before…

…

M'gaan's eyes snapped open, she wasn't dead or in the middle of a destroyed corn field outside of Smallville, she was in the middle of the Cave laying on a bed of some sort.

She sat up slowly and watched as Artemis, Aqualad, Conner, Wally, Dick and Ben slowly sat up groaning and holding their heads as they did. Captain Marvel caught J'ohn as he stood to his feet; it seemed he had been laying on the floor but was too weak to stand on his own.

"You're all alive!?" M'gaan asked as Batman put a hand on J'ohn's shoulder. Veronica immediately ran to Ben's side trying to help him to his feet but, he didn't seem too stunned at all, he simply kept his head down towards his feet.

"What happened in there?" Batman asked drawing the attention of the entire group.

"The exercise, it all went wrong…" he moaned as he held his head in discomfort.

"Exercise?" Wally asked.

"Try to remember, what you experienced was a mental training exercise designed by me and established via a mental link which Manhunter set you in. You all knew this going in; you also knew none of it was real, including the deaths of the entire league."

Ben looked up and allowed Veronica to hold him up for the time being, "Which is exactly why none of us mourned or even cared about their deaths, because we all knew it wasn't real."

"Yes exactly, but everything changed when Artemis died." J'ohn looked down in shame as he felt most responsible for this part in particular. "When Artemis died, M'gaan's subconscious failed to make the distinction between simulation and reality. Her subconscious latched onto the situation and forgot what was real. I was not expecting such a random burst of emotion so suddenly, I was unprepared to fight M'gaan for control causing me to lose control over the simulation, and allowing her to spread her fear and loss through the mental connection I had established causing all of you to forget as well."

They looked to Batman as he motioned towards the entire team, "This situation was a train-for-failure, and no matter what the team accomplished the situation was designed to grow worse and more pressuring."

Ben sighed, "And that's why nothing I did affected the Mothership."

"The situation was designed with a single fix; no amount of physical strength could have destroyed that ship, only the designed weakness could affect its status, in this case, blowing the ship from the inside."

J'ohn spoke up, "I attempted to enter the mindscape and force the control away from M'gaan but as I entered I was bombarded by your collected emotions and thoughts. There was too much noise to think clearly. It wasn't until Kaldur, Conner and Wally had been silenced that I could think clearly enough to remember my objective, but it was far too late to fight M'gaan for control and the only other option was to shock her out of the situation. I was faced with another problem, just as I realized the way to end the madness I too was destroyed but, not before sending a telepathic message to the only person left with an emotional influence over M'gaan to successfully shock her from the situation. Ben." They all looked over to Ben who had already left Veronica's grasp and had walked to the doorway before stopping at the mention of his name. He stood facing the shadowy hall not attempting to look at his team.

"So then Ben shocked M'gaan and we're all safe?" Conner questioned.

"Simply put, yes. But to shock her psyche enough to force the simulations end, Ben had to do the unthinkable and strike M'gaan with enough force to end her life. Committing such an act in a world that seemed indistinguishable from reality can be traumatizing even for the average person, but for someone like Ben who has already suffered great loss, it can be emotionally shattering."

Ben said nothing; he didn't turn around or even glance behind him. He simply continued to walk down the hall, disappearing behind the shadows.

…

Hello all! I know it's been a really long time!

There has been a lot going on in my personal life and I kept procrastinating but, it's here and I hope this doesn't become a habit.

I hate leaving you guys hanging for months like that and I'll try to get back on the bi-weekly schedule.

Before you wonder, YES! I overpowered the crap out of Way Big and Ultimate Way Big, I wanted to establish power and you may or may not see why. Idk yet.

I honestly had a lot of fun writing it and can't wait to continue the plot.

Seriously… like… if you don't review… I'll find you… :)