I don't own Young Justice or Ben 10.

Cold Hearted

Deep Space

Vilgax groaned, watching the void seem stationary even as they traveled at several percents the speed of light; "How long until we reach the target?" he boomed as a drone turned around from his console and kneeld before him.

"Most of the repairs have been fixed but, the engine still needs more time."

"Send the Android project, I want to see how Ben Tennyson has changed over the years; If he can't defeat it, than there is no point in rushing my arrival," Vilgax watched as his drones scattered to deploy the weapon; connecting wires and fiddling with buttons.

"Launching Project: Android, as you requested," the drone's claws extended into wires that plugged to the console as the screen lit up; a small-pod launched from the ship at speeds surprisingly far faster than the ship it spawned from, it's target? Earth.

Rochester; New York; November 2nd 2013; 9:15AM

Ben and Artemis stared up at the ceiling, blankets splayed out on the martial-art's training match, clothing strewn about; they stared because they had both eventually woken and realized what they'd done but, neither could say a word to the other. They were friends, on a team together, naked under the same spare sheet.

"Wow," Was all Artemis could say.

Ben raised a brow, "Really? That's all you have to say?"

"I didn't hear you starting an intellectual conversation, besides," she blushed a deep red, "It was a really good night."

Ben exhaled deeply, "And M'gaan? We're dating, we've been dating!" he threw the sheet off himself, gathering his blood-covered clothing.

"What're you going to do?"

Ben paced for a moment before turning back to her, "I'm going to go back to my room in the cave; you're going to go home and we're never going to talk about this ever again," he made his way to the zeta-tube and began manually programming it.

"You don't have to worry so much, she'll never even know..."

"I think you're forgetting that I'm dating a telepathic martian!"

Artemis snapped her fingers, "Shit," thinking for a moment, she looked up at Ben, "You're screwed."

"Don't say that!" he finished his coordinated and began redressing himself, "Besides, you don't think she's going to give you hell, too?"

"Hey, I'm the single one!"

"You kissed me first!"

Ben turned and took a deep breath, "Look, thanks for the training and last night but, I have plans with M'gaan at the Flash Museum," he finished attempting not to stare at Artemis' chest.

She, finally, slipped her bra back over her breasts just to get rid of the obvious glances, "She might not notice right away but, if you two have an intimate or romantic moment, she'll see the deceit... literally!"

Ben drug his hands down his face, "Look's like I'll just have to tell her but, maybe later is better than sooner..."

"What?" Artemis questioned as the teleporter fired up.

"Bye!"

"Recognized: Ben 10 B01."

...

Central City; Missouri; November 2nd 2013; 12:34PM

Ben and M'gaan walked the isles of the Flash Museum, a building dedicated to the decade or more of hero work done by Central City's scarlet-speedster, even as she looked on in awe, not having seen anything like it before, Ben was bored. Even hero history was boring to him these days, he wanted to it to be night so he could go back out, this time in Detroit again. This was supposed to be a date but, Ben was stalling to tell his would-be ex-girlfriend about his night with Artemis and to avoid her finding out on her own, he had to avoid intimacy.

The rest of the team stayed behind for various reasons, leaving Ben to his own devices this time around; he'd never have thought that he'd have to spend an entire date with a girl avoiding a romantic moment, which was a different sort of challenging, "And here we have the Reverse Flash's ring and suit, it was left behind by Eobard Thawne when he was erased from history after he attempted to erase our very own Flash from history, ironic huh?!" People snapped pictures of the overly peppy tour-guide and the suit used by the evil speedster.

Ben stared up at the suit and wondered what his own evil twin was up to about now as M'gaan attempted to wrap her hand around his, to intertwine their fingers but, he pulled away pretending to be interested in an exhibit adjacent to them, "Look, it's... Grodd's broken mind control device!" Ben shouted in a whisper, with make-believe stupor.

She raised a brow but, figured it was no big deal and simply strolled over towards him to look at the exhibit beside them, "Hey, you'd tell me if something was wrong, wouldn't you?"

Ben turned back to her with glare almost akin to that of suspicion, "Actually, I've been meaning to-" Ben's Ultimatrix begun flashing suddenly accompanied with an abrasive siren, which called the attention of everyone in the group turning their heads to face him.

"Shut it off, people are staring," M'gaan whispered as Ben turned away from them and attempted to fiddle with the dial, trying to use command-functions he'd learned to subdue the alien device; the Martian eventually became concerned enough to break from the group, who simply deemed it a strange alarm clock, to assess the situation with him.

"What's up?" She inquired.

"From what I can tell, and from what I remember, it's a signal catcher..."

"And that is..." She narrowed her eyes in confusion.

"It means something is coming to Earth, and it's looking for the Ultimatrix," Ben gave her his most serious stare, knowing very well what this could mean; he turned and walked toward the exit, moving in a speedwalk.

"Ben..." M'gaan followed after him with a worried expression.

"Call 911 and evacuate the block, or as far as you can," he pushed the double doors open and walked onto the sidewalk where M'gaan grabbed his arm.

"What're you going to do?"

The same look that Ben gives the criminals he fights, the same look he gave Artemis before he snapped, it flooded his pupils with vicious blue energy, "I'm going to end this."

...

Mount Justice; Happy Harbor; November 2nd 2013; 12:56PM

Conner grabbed his smoothie from the counter-top as Wally took his seat at the bar-style kitchen-table followed by Artemis and Kaldur, "Okay, so, Superman or Batman?"

Conner didn't hesitate, "Superman."

Artemis scoffed and Wally threw his hands into the air, "Are you kidding, ever heard of Kryptonite?"

"Ever seen someone's neck break at the speed of sound?" He responded while sipping from a bendy-straw receiving judgmental stares, "What? Realistically, Batman has no chance."

Artemis leaned back, "And you don't think Batman would anticipate that?"

"Not if he doesn't see it coming..."

"Boom!" Wally announced, "Because you know if he saw it coming it'd be lights out for the man of steel!"

Conner shrugged as Kaldur spoke up, "How would Batman deal with a thirteen-million year old Megalodon shark?"

Artemis choked for a moment, as Wally stammered, "W-Well..."

"Didn't he have like shark-repellent or something?"

Suddenly, Artemis' communication line began to ring, even showcasing that it was the Martian calling; she froze, was the jigg up? Had Ben told her already? Was she going to scream, cry, or challenge her to a dual at twenty paces? Wally shook her arm, looking into her eyes, "You gonna answer that?"

She shook her head, "Yeah, I mean, of course," she answered the call allowing the JL system to connect them.

"Hey, M'gaan, what-"

"So, I think Ben is going to kill Vilgax..."

Artemis was caught totally off guard, "Wait, what?"

"His watch starting setting off this alarm and he says that it's Vilgax heading for Earth and he has a really scary look in his eyes and-"

"Breath, M'gaan; Kaldur, Conner, Wally, and I are on the way and we'll contact the League while we're at it," as she said this they all stood, hearing the call to heroism literally, they went their separate ways to gear up for a fight.

...

Central City; Missouri; November 2nd 2013; 1:14PM

Ben stood in the middle of the street, police evacuating the area block by block, the breeze felt good against his skin and through his hair but, the fact that the wind was being generated by an object hurtling right for him ruined the moment; the silver spherical object slowed itself and ejected pieces of its shell like a rocket detaching its engine, what was left was some sort of humanoid figure coming to life and landing feet first into the street still moving at break-neck speeds. Its heels carved a crater out around it, only a hundred feet from Ben whom didn't flinch for a moment, something was off and he could tell.

The crater was too deep to see anything within without stepping closer but, Ben knew better than to walk blindly through smoke toward an enemy so, he waited until silver-plated knuckles gripped the edge of what was left of the street pulling its full body out into view. Ben narrowed his eyes, he didn't recognize it as anything he'd ever seen working with or for Vilgax but, he could sense its intent and the vague aura it gave off; it wasn't alive but, it was certainly some sort of sentience.

"Who are you?" Ben shouted without moving before letting the silence follow him and his answer, "Who sent you?"

"Objective: recover Ultimatrix."

"That..." Ben sighed, "Doesn't really answer any of my questions," the extra terrestrial turned his head and allowed Ben to see the unfeeling crimson eyes beaming from within a faceless cybernetic shell.

"I am designation: Android and I am here to recover the Ultimatrix," it stepped forwards with its body parts shifting in unnatural ways, as if it were slowly adjusting its movement, it stopped first, scanning the area around Ben and immediately darted its eyes at his wrist.

"You want this?" He lifted his arm into the air, his jacket slipping down and revealing his powerful glowing watch.

"Relinquish the Ultimatrix," its voice sounded filtered and monotonic, as if a computer was generating the words bit-by-bit unlike Amalgum, it seems this Android is fully automated, "Or I will retrieve it."

Ben frowned and lowered his arm, "I'll hand it right over to you but, only if you tell me who sent you," his eyes narrowed, he swallowed a well of spit; this was the answer that would determine how he fought, this would determine his next move.

"Accepted: Android has been sent by Vilgax the Conqueror of Universe prime."

Ben smiled, "Good... good," he looked down at his feet for a moment before exhaling, "Well, a deal is a deal," he took a stroll through the streets as he looked around noticing how empty things were getting, he could vaguely sense M'gaan lingering near-by watching but, otherwise everyone had been evacuated from the surrounding streets. He stepped through the smoke and came face to face with it.

As he now had a better view, he could see the intricate design of the bot, how complex nanotechnology kept adapting and shifting beneath its outer armor; it held its hand out, "Relinquish the Ultimatrix."

"Actually, better idea," Ben chuckled and pulled his jacket-sleeve back as the Android simply observed, "How about I relinquish a healthy amount of anger and stress all over that expensive looking armor."

Android's eyes flashed crimson as he lunged for Ben, predicting the outcome if he waited any longer, acting as soon as he realized that Ben was playing games, and missing he flew through the flash of emerald light that whisked the shape-shifter from immediate danger. It turned around, scanning the area as its gaze fell to the ground watching the puddle of organic goo laid on the ground.

"You found me," a voice that sounded as if it were filtering through speakers announced from the puddle, "But, I don't have time to really be playing with Vilgax's toy-soldiers!" the puddle symbiotically rose, forming an oddly round humanoid figure lined with emerald circuitry; Upgrade didn't hesitate to spring forwards, engulfing Android and sinking into the joints, where he vanished and used his technokinetic powers attempting to usurp control from the main operating system.

"Sub-Species: Galvanic-Mechamorph; adapting," the android suddenly sent volts of electricity through his body, shocking Upgrade from within and spitting him out onto the ground in front of him like vomit; Upgrade reformed into his humanoid-like state.

"Okay, that didn't work," he announced still smoldering from the electrocution, "I guess if Vilgax built you, I should've expected that one."

M'gaan floated down in her full Miss Martian costume, landing beside Upgrade whom gave her a glance with his singular eye, "I told you to evacuate the area."

"That's what the police are doing, you can't bench me on this, I already called the others."

"You did what!?" Upgrade slapped the symbol on his chest and transformed into Diamondhead, with his deeper voice he spoke up, "Vilgax sent this drone as some sort of test or distraction, it's my problem."

M'gaan furrowed her brow, "Yea, well, you're my problem!"

"What?"

"You're out all night, you never sleep and when you do you have nightmares, and now I hear talk that you're going to cross a line you cant come back from..."

Diamondhead faced the ground, looking at his feet, "Relinquish the Ultimatrix."

They faced the drone with an exasperated expression, "In a minute, buddy!" He shouted back receiving no response from the droid, "I don't deserve your protection or your concern, I haven't been a very good boyfriend lately."

"Why?" She put her hands on her hips, "Because you slept with Artemis last night?"

Diamondhead's yellow pupils widened as he turned back to face her, "You read my mind? Why didn't you say anything?"

"First off, I didn't read your mind, I don't have to hear your thoughts to know what your thinking..." she floated closer and put a hand on his crystalline shoulder, "But, when I realized what happened I did feel out your emotions and I could feel the disgust, the guilt, the regret wafting off of you, in waves," she pulled her self around to face him, still floating to meet his height, "I can sense your feelings and I know you love me more than anything."

Diamondhead smiled putting his hand over hers but, narrowed his eyes for a moment, "And what's the second thing?"

"Ever cheat on me again," her smile went dead and her eyes flashed bright green as she floated a bit closer, "And I'll break your brain."

Diamondhead choked for a moment as M'gaan smiled again and wrapped her arms around his thick shoulders, "Otherwise, you're forgiven."

The moment was ruined as a metallic-hand gripping the Martian by her blue-cloak and swung her back, through the air and into an SUV, "Relinquish the Ultimatrix or deadly force will be-"

The android turned from M'gaan but, was met by a dense-fist harder than diamond knocking him through the street and into a bust-stop bench; Diamondhead approached with both arms formed into jagged shards launching crystal projectiles which shredded the bus-stop as Android recovered. The Petrosapien was relentless and fired off another barrage of shards, this time one aimed directly for its head, in-between its crimson lit eyes; Obviously, it had become the robotic equivalent to frustrated catching the crystal inches from his face, and shattering it with his grip-strength alone.

"That's... not good," Diamondhead struggled to sprint his four-hundred pound body across the street where he helped M'gaan up and faced their opponent.

"So, what now?" M'gaan asked rubbing the back of her head which had slammed into the truck behind them, "Who do you think is best? Brainstorm? Way Big?"

Android stepped forwards through the street, metallic feet clanking against asphalt, "Species: Martian, adapting," two nodes in his palms opened up and orbs of fire formed in each, still continuing his approach.

Diamondhead put a hand out in front of Miss Martian, defending her, he gave it a moment of thought before coming to a realization, "He's adapting, learning, every time I attack him with something, he announces the species and counters perfectly."

A green explosion revealed Ben in his normal form, "The more transformations I use the less opportunities we'll have to end this for good."

M'gaan stepped up next to him, shoulder to shoulder, "So, like Amazo but, better?"

"A lot better."

M'gaan sighed and looked back at their opponent still wielding flames between its fingers, "What do we do then?"

Ben put a hand to his chin, "It isn't attacking us, it wants us to fight it."

"So, it's learning from everything we do, should we engage then?"

Ben smiled, as if he was told a secret he couldn't share, "Yea," he paused, "Engage, I want Vilgax to know exactly what's coming to him."

M'gaan gave a concerned glance as Ben popped the dial and slapped the Ultimatrix stepping through the glow as a tall humanoid with pitch-black skin, two long antenna sprouting from his head, and electrical sockets as his fingers; Feedback stepped forwards and cracked his knuckles, "You want the Ultimatrix so badly? Come take it!"

It lunged forwards once again, dashing and closing the distance between them in seconds as Feedback formed a spherical collection of electricity between his palms, waiting for the drone to come within just a few feet of him; just as its fingers were centimeters from the dial on the alien's chest, it was hit point blank with at least several hundred-thousand volts of energy pushing it back through the street, clanking against the street as it tumbled on its side sparking.

Feedback dusted his hands off with a smile, turning back to a still concerned M;gaan, "See, told you!" Unconsciously, the two antenna hanging down from his head connected to an outlet installed to a lamp-post, sucking the energy out of it as it short-circuited sending sparks everywhere.

Suddenly, Android shifted on the ground, repairing all of its damaged parts in seconds and standing without a scratch on its gleaming body, "Species: Conductoid, adapting," strangely, its outer armor morphed, almost resembling Martian shape-shifting, into a rubber-like substance.

Feedback narrowed his eye, "Definitely better than Amazo," he rushed forwards in a sprint, leaping over the android who followed only with his eyes, what he couldn't see was his socket-antenna swinging down and plugging into his chest, "Let's test that adaptability with half the cities power-grid!"

Every light-bulb for miles exploded as a half the city went briefly without power, all of it was being conducted directly into Android whom shun as the electricity surrounded him but, didn't course through him. It moved suddenly, gripping both of his antenna tightly, and reeling back where he launched Feedback through the air hitting the side of a building and knocking several tons of rubble onto the sidewalk. As his back hit the sidewalk, he coughed as Feedback reverted back into Ben, "That hurts, everywhere, is it just me or is it freezing?"

M'gaan landed next to him with four shadows approaching behind, "Don't worry," she reassured as Ben stood to his feet to face Kid Flash, Superboy, Miss Martian, Aqualad, and Artemis, "We can do this."

"Together," Kaldur finished.

"We were in the middle of a heated debate so, if we could speed this along...?" Wally insisted in an unenthusiastic way before being elbowed by Artemis.

"Ow, quit that!"

She looked over her shoulder and gave a coy smile he'd never seen before, "Make me," she winced at him as the group gathered around Ben.

"Point is, we're here to help, so let's dismantle this freak and go home," Conner wasn't in the wrong but, he most definitely didn't have a way with words.

Ben gave them all a confident smile, and walked through their group where the Android had finally located him, "Relinquish the Ult-"

"Yea, I get it!" Ben cupped his hands around his mouth to amplify his voice, the Android begun taking slow steps toward them, sights completely set on the Ultimatrix.

"Are we going to contact the League? This seems a bit public for us," M'gaan looked up noticing the news and police helicopters floating less than a mile away, watching them.

Wally sighed, "I called Flash, he said something about Ice Fortresses, he said all hands on deck so..."

"So, we're on our own," Artemis finished.

Conner cleared his throat, rotating his shoulder as he walked up next to Ben, "This thing is super strong and super fast, right?"

"Yup."

"So, hypothetically, I wouldn't have to hold back if I were to punch it?"

Ben shook his head with a smile, "Hypothetically."

"Perhaps we should wait for-" Kaldur tried to reason but, was interrupted.

"Good enough for me!" The boy of steel shouted and pumped strength into his legs, leaping until he could see the rooftops around him and coming down with the force of a locomotive in his fist aiming for the center of Android's plated face.

M'gaan sighed and floated next to Ben, "Shouldn't we try to stop him?"

"It's training, he'll learn," He almost relished in Conner's blind enthusiasm as the Android caught Superboy's fist without bending its joint even slightly, turning and slamming him back first into the asphalt of the street, picking him up by the collar of his shirt and tossing him through the glass doors of the adjacent coffee shop.

"Sub-species: Human-Kryptonian hybrid, adapting," it turned toward Ben standing in the middle of the group.

"I'm the one it wants, I'll distract him while you guys work on him from behind," Ben twisted the face-plate on his Ultimatrix and slid through a few holograms before giving a grin and slapping the dial; Upchuck waddled away as M'gaan, Kaldur, Wally, and Artemis scattered to get different angles around the droid but, it's main target was still Upchuck. It approached the Gormand slowly as he backed away from it, eventually becoming cornered.

"Species: Gormand, adapting," before it could react, two arrows whizzed through the air aiming for the back of his head. It turned only its head three-hundred-sixty degrees and caught the projectiles with ease but, it needed both hands and while it was distracted, Upchuck was given the opportunity to react; he spat half a dozen tendrils at a nearby mail collector, tearing it from the concrete sidewalk and consuming it completely.

Android snapped her arrows in two with his thumbs before turning back to Upchuck whom immediately fired an orb of neon-energy into its chest plate, exploding and sending him back toward Kaldur whom quickly formed a liquid meat-hammer and crossed it in the metallic jaw. It skated across the street with sparks flying as metal connected with concrete; Upchuck gathered with the others and wrapped his individual tongues around a lamp post, "This ithn't ova juth yet!" he shouted as he sucked the tall metal post into his stomach, converting it into lethal energy before burping loudly.

"That is the grossest alien ever," Artemis noticed plugging her nose with her fingers.

"That's because you haven't met Toepick, yet."

The metallic-monstrosity recovered slowly as Upchuck stepped forwards, "You can't have the Ultimatrix, so scram back to your master," the droid peered up, its body still reforming, deformed and misshapen, "And tell him to come get the Ultimatrix himself!" He took a deep breath and regurgitated the glowing emerald projectile aimed for its head this time only, instead of the expected outcome, it quickly swung its hand up and caught the attack in his palm, crushing and detonating it with no damage.

"That's bad," Wally mentioned stepping back, "That's really bad."

"Indeed," Kaldur muttered as his single meat-hammer split into two separate machetes; Upchuck transformed into Fourarms, cracking all twenty of his knuckles four by four.

"It can't be stronger than me," One of his thumbs jabbed itself into his chest, "Let's see how he lik-" Fourarms prepared to leap at the droid just as Superboy had but, was intercepted by a fist cracking his jaw and sending him into the air, landing back-first on the roof of a car. The Android landed in a sprawl, quickly moving to backhand Artemis, "Species: Tetramand, adapting."

A blur of speed flew through the area catching Artemis bridal style as Kid Flash set her down a hundred feet away, "Did someone order a super-hero?"

"Less talk, more dodge," she back-flipped out of the way as the Android surprised Wally and picked him up by his armor with one hand.

"Sub-species: Human, meta-gene enhanced, adapting," using its new found speed it right-crossed Kid Flash into the dirt, knocking him out cold. It turned and easily diced an arrow apart mid-air before closing in on Artemis whom attempted to defend with her bow; she aimed an arrow at it but, it quickly grabbed her wrist pointing the arrow upwards toward the sky where the arrow launched harmlessly. It proceeded to snap her wrist with a single methodical gesture, keeping its eyes on Fourarms still barely recovering, Android turned at the sound of an animalistic roar.

"Hey, chrome-dome!" Superboy shouted as he pushed a wall of brick off of himself and Kaldur approached from behind, "How about we go again?" Conner jumped into action and with a steel pillar in hand he slammed it into the android, although; that didn't make even the slightest of difference, leaving the pillar bent around its body. Once it felt as though it could react, it whirled around and slammed its fist into Kaldur's cheek sending him into the hood of a parked car, it continued by grabbing hold of the steel pillar knocking Superboy through the street and into a lamp-post

The droid turned its head back toward Ben, obviously having his full attention, Fourarms shook his head and caught his second wind, "Don't ignore me you over-grown toaster!" Conner jumped the distance between them and landed at his feet with Ben on one side of their opponent and Superboy on the other; Fourarms and Superboy acted simultaneously, the Tetramand sending a left straight aimed to go straight through the drones head whilst the Kryptonian tried for a right-jab to the abdomen.

The Android grabbed Superboy's wrist and dipped his head back allowing the stuck Kryptonian to be punched in the face by Fourarms; It finished them off by forcing Superboy off of his feet, swinging him into Fourarms and sending them both through the stone wall of a nearby apartment building, luckily abandoned.

Kaldur recovered and snuck from behind slamming his mystic-water meat-hammer into its back but, without even a flinch, Android's torso spun around, as if disconnected from its waist, smacking Aqualad into a shard of collapsed building. Artemis approached with her cross-bow in hand, "What now?"

Fourarms and Superboy recovered, standing slowly, "I guess dragging this along is pointless," Ben dialed up a specific alien but, before he could transform his forearm was gripped and raised over head by the drone they'd been fighting.

"Ultimatrix retrieved."

"Let go of him!" M'gaan floated up and ripped boulders from deep below the street levitating them up next to her into the air; Artemis attempted to fire an arrow at the drone which hit its right shoulder-blade and exploded with no effect.

Miss Martian forced Android off of its feet causing him to drop Ben to his hands and knees; it responded by summoning flames from the tips of its fingers and unleashing a wave of fire into the air, grazing her arm and causing her to lose stability, she launched the boulders she'd pulled but, missed entirely because of the heat

Ben formed a mana shield as the Android approached him, "Species: Anodite-Human hybrid, adapting," it's ominous strut was unnerving enough but, when it put its hands against his energy-shield, even Ben started becoming worried. Its hand plunged into the mana and moved passed it, slowly getting closer to the Ultimatrix with every centimeter until something slammed into its chest-plate, completely shattering it and sending the droid back through the street into a parked car. Ben had never seen anything get hit as hard as the android had just been and so he expected to see Superman or Martian Manhunter; what shocked him was a teenage girl, looking to be about seventeen, tall, blonde, and gorgeous but, also completely naked covered only by a white blanket wrapped lazily around herself.

She reached out and grabbed his arm giving him a full view of her birthday-suit, obviously lacking boundaries, "Gaheer-lo tak! Jalo okinow!" her foreign language was undecipherable to Ben but, she attempted to lead him away from the battle so, he yanked his arm away, "Who are you, anyways?"

"Salo! Hok jokah Krypton! Ji sala Kara Zor-El."

Ben sighed, "Never mind," he twisted the dial on his watch and popped the dial to the alien he was observing earlier, "Once I'm done with that thing, you have some questions to answer,"

Wally, having recovered, sped in and attempted rapid fire punched to the Android's gut but, none where effective as he was back-handed through a glass window and into an office desk; a green flash easily caught the Android's attention as it realized the Ultimatrix was in use again, "Atomix!" The white knight-like alien with robotic features, green trim, and two nuclear reactors on either wrist more powerful than Earth's current nuclear stockpile, shouted to the heavens with his announcement.

She merely muttered under her breath, "A-tom-ix?" she watched with child-like confusion as Atomix approached the android as intimidatingly as possible. The Android rushed for his Ultimatrix on his chest but, this time he was fast enough to catch it.

"Ah, ah, ah!" Atomix kept a tight grip its arm whilst right hooking it in face-plate, severing it from its appendage, the rest of its body flew across the street, scratching against the asphalt.

"Sorry, unluckly fellow! But, Atomix is the second strongest alien in the Ultimatrix!" The boasting hero approached and placed his large metallic boot on the drones head, "Perhaps Vilgax should upgrade his hardware!" His booming voice annoyed everyone as it sounded more like a wrestling announcer than real person; Atomix ended it by crushing its head and the rest of its body shut down noticeably. Wally pulled himself from the rubble and approached as Artemis, Conner, M'gaan, and Kaldur all circled around Atomix and their new 'friend'.

"Hazzah!" Atomix shouted as a flash of light returned him to his normal form.

They all watched as the beautiful girl who'd saved Ben's life accidentally dropped her table-cloth when jumping for joy, "Hazzah!" she repeated Atomix as all the heroes stared at her in either shame or second-hand embarrassment. The police arrived and news reporters were already approaching the scene; Ben didn't mind, he reached down grabbed the table-cloth and shoved it into her chest without a word, passing by her and moving to the remains of the android.

"Should I have CSI come down and look at this or?" One of the officers on the scene asked as Ben was torn from his thoughts.

"What? Sure, just let me look at it for a second," the officer backed off and Wally approached as M'gaan ensured the new super-powered girl was accompanied.

"What is it?" Artemis asked as Wally, Kaldur, and Conner approached from behind him.

Ben narrowed his eyes, "This is Vilgax's tech, his exact tech, only..."

"Only what? Better?" Conner chided not realizing how right he was.

"It would have taken time for him to have tech like this, longer than I've been here, years even..."

Kaldur sighed, "I'm afraid I still do not understand your implication."

"My Universe and yours; they must not share the same time-line... one year here could be who-knows-how-long over there," Ben slapped his forehead in frustration.

Another man stepped from an adjacent ally-way, stepping over and looking down at the remains of the droid, "Unfortunate, you being taken out by this weapon would have been... pleasant,"

Wally immediately growled, "Vandal Savage!" A tall, muscular man in a blue and black trench coat with black slacks paced around the crime-scene with his hands in his coat pockets at ease.

"You don't have a clue what this thing is, and we're definitely not letting you take it," Ben exclaimed with mana flowing off of his palms.

Vandal knelt down, "Adaptive nano-technology, most definitely alien of origin," he looked Ben right in his eyes with a menacing glare, "Perhaps... Chimera Sui Generis?"

Ben stepped forwards grabbing an unphased Vandal by the collar of his coat, "What do you know?" His eyes shining bright blue and his voice with the slight echo, his Anodite form would come out if he got any angrier.

Vandal lifted a single hand and raised a finger, placing it on Ben's chest, "I'm not here to fight you," in less than a half a second his palm had slammed against Ben's chest sending him off his feet and into M'gaan's arms.

They all prepared to fight, each getting in their own unique fighting position, and as they did an explosion of smoke appeared from nowhere, completely over shadowing the entire street; Ben swiped his hands forwards, "Tur-Bo!" igniting a whirlwind that dispersed the smog in seconds but, when the street was visible again, Vandal Savage and the Android were gone, not a single part or circuit left behind to analyze.

"He's gone," Wally announced, "Hate when they do that."

...

Superman, Superboy, Wonder Woman, the alien girl, and Batman all sat together in the common room of the cave, they listened to the girl's story about how she was sent from her dying world to a new one, how she was knocked unconscious by a giant white man catching her malfunctioning space-pod, how she awoke in a strange space station and how she could physically feel the whiplash of being stopped so suddenly at such high speeds.

She gently reached over and grabbed a cup of tea but, after just a few seconds, it shattered under her untamable strength, "it's okay," Superboy said with a short smile, placing a hand on her wrist, "Clear your mind, you can understand me, your mind is special, faster, go on, tell me what your name is..."

She looked into his eyes as everyone cracked a short smile at Conner finally finding someone to relate to; The woman stuttered for a moment, "I a-am... Kara Zor-El..."

"Zor-El?" Superman clarified, "She's from our sister planet; the destruction of Krypton would have taken Argo with it so, our fathers jettisoned us away."

Diana sighed as Kara seemed far from comfortable, "Poor girl, no home, no family..."

Superman stepped up, "Wrong, I'm her family, I can keep her safe and raise her the right way."

"We are her family," Superboy clarified, "I don't care if we aren't blood related, she's a part of our history and she needs to be taken care of."

Superman was surprised by Conner's enthusiasm in keeping Krypton's legacy alive, he's never seen this side of him before, perhaps-

Batman exhaled, "So, what should we do, enroll her in high-school?" his sarcasm was more malicious than he intended, "All i'm saying is, what do we do with her?"

"She can come with me," Diana announced, "Themyscara is a safe place where she can learn to hone her abilities and use them wisely."

Kara suddenly stood, "I don't go!" she shouted, "Unless... Con-El ghal se zhak?" she looked over toward Clark whom sighed and turned to Superboy.

"She said she'll only go if you come to visit her," Conner looked up into her blue eyes and stepped forwards with a hand out.

She looked down at it, not realizing it was a human gesture, "I'd be happy to come visit," he grabbed her wrist and held his hand in hers, shaking it to teach her.

Diana and Clark took a step or two back, "You think they'll get along?"

Superman gave a long sigh, "Hopefully, not too well..."

...

Mount Justice; Happy Harbor; November 1st; 11:48PM

Ben approached a wall, out of sight of cameras and as discreet as possible; he placed his hand on the scanner and the wall itself slowly split apart, like the technology was almost futuristic. As he looked around he noticed Red Arrow, Robin, Batman, and himself were the only occupants of the room. It was as small as a studio apartment, one room, two small couches, one small table in-between; Robin sat nonchalantly on the ouch while the others stood.

"Are we all here?" Ben asked looking around, checking the roster one last time.

Batman nodded and looked up at the ceiling, "Initiate: LockDown: Sector F; Room 021." With this command coming from the dark-knights voice, the door sealed hermetically, the air-vents closed, the room simultaneously jammed all foreign signals like wires and cell-phones.

Ben sighed as the shifting of the lock-down ceased, he began, "Vilgax is here. He's coming. He sent a bot, some sort of tech I've never seen him use before," Ben stood and turned with a chuckle, "If he get's here with an army of those things? The Justice League will be dead within the day."

Robin quickly raised his brow, "Uh, why wouldn't he just come here himself? I thought you said he was a power house?"

"He is a power house; he's also a sadistic sociopathic lunatic; he's playing with his food. He might send more androids like that one and if so we should have all our heaviest hitters on the look-out; Captain Marvel, Superman, the Lanterns…" Ben trailed off knowing well that the others knew who he was talking about.

"And what will you be doing?" Roy asked as he folded his arms.

"Training, I need to be as prepared as possible," Ben tightened his fist.

M'gaan quietly knocked on Ben's door as it slid open automatically for her, she figured he wouldn't lock it, she peered in and saw as he was on his bed facing the floor with his elbows on his knees and his hands on either of his temples, "Are you okay?"

"No..." He stood quickly when he noticed her, "I'm going out..." he grabbed the hoodie from his desk and aimed for the door when a think green hand stopped him.

"To do what? Kick the crap out of strangers until your knuckles bleed and then drink it all away?"

Ben turned and threw his jacket into the desk knocking over miscellaneous items, "You think I don't know how horrible it is?" He looked down at the ground, "You think I do it for fun?"

M'gaan sighed and rubbed her elbow, "That's what I've been told..."

Ben sat back down on his bed, not knowing exactly where he belonged, "You want me to be your hero!? The big awesome hero, never lets anyone down!" he shouted sarcastically, "I can't be what you want me to be... I don't know what impression you've gotten from me these past few months but, I am not who you think I am, not anymore"

A tense silence engulfed the room, "Ya know, i wanted to be a hero on my own? My family wanted the normal life, for the most part but, i wanted the hero life..." tears started to form in his eyes as he raised his voice, "Gwen never asked for this, Kevin never asked for this, Julie never asked for this! And now they're six-feet under the ground... because I suck at this..."

She knelt down beside him as he continued, "Bad shit happens to people I care about, understand?"

M'gaan grabbed his hand and wiped a tear from his eye, "It's okay... it's going to be all okay," he sank into her embrace, relishing in her company, in her care, "We'll beat Vilgax, we'll take down the Light... we'll-"

Ben's eyes snapped open as he sat up and wiped his eyes, "I just had an idea... gather the team!" he leapt off his bed as M'gaan smiled as she watched his back leaving the room, this was the Ben she knew.

...

In the hangar bay, Ben, Wally, Kaldur, Conner, Artemis, Robin and M'gaan were all gathered around the Bio-Ship in its hibernation-state.

"So, what are we doing here?" Wally asked with a long-yawn.

"Why wait for Vilgax to come here?" Ben slapped the hood of the ship with one hand, "Why not take the fight to him?"

M'gaan interjected, "Because, even if I pushed her to her max, she can only go Mach-Six or Seven?"

Ben pulled his jacket sleeve back, "But, with a little Upgrade?"

Conner folded his arms, "That might actually work... Martian technology combined with Upgrade?"

Robin took a step forwards, toward Ben, "It also gives us the element of surprise, he'd never expect us come to him like this."

Artemis stretched her arm, "So, what are we waiting for?"

"We can't detect his presence until he's entered the bounds of our Solar System; we can intercept him and take down the threat before it even approaches Earth," Ben cracked his bruised knuckles which, with the aid of the gloves he'd been wearing, healed quite a bit recently.

"Sound's like a plan," M'gaan announced as her eyes shun green and aimed directly for Artemis' mental psyche.

"Stay away from Ben."

The echo of her telepathic shout rung in her ears for a moment as M'gaan's glare faded and she dispersed with the rest of the group.

...

Remastered 2/24/2019