Omniverse Earth-38

by choejhulkp9

The multiverse is a big, wide open space of possibilities. Think of them like snowflakes: they look similar but they're different enough. This earth is no different. A citizen of earth finds himself wielding the most powerful weapon in the universe. It stuck itself upon his wrist with secrets that it hid. Now he's got superpowers, he's no ordinary kid. He's...well, you get it.

2. Paradoxical

JUST AN FYI FOR EVERYONE, I CHANGED THE CATEGORIES FOR THE STORY SO IT'S A GENERAL DC SUPERHERO CROSSOVER WITH BEN-10 INSTEAD OF JUST SUPERGIRL. IT'S NOT GOING TO CHANGE ANYTHING OF WHAT WILL HAPPEN BUT GIVEN HOW I'M IMPLEMENTING A LOT OF OTHER PLOTS AND CHARACTERS FROM OTHER DC MEDIA AND REALLY ONLY USING PARTS OF SUPERGIRL, IT MADE SENSE TO CHANGE IT. DON'T KNOW WHY IT DIDN'T OCCUR TO ME BEFORE BUT FOR THOSE THAT ARE WONDERING ABOUT THE CHANGE, HERE YOU GO.

Here is chapter 2. Will continues his new life of training and working with the DEO to capture rogue alien criminals and fugitives while learning as much as he can about the Omnitrix and his aliens. He even begins to use Grey Matter's brains for help in keeping him safe when he's not alien. He investigate a possible alien disturbance in the mid-west that gives him a new alien and a break-in at a DEO facility in Gotham leads him to teaming up with the Dark Knight himself. And to top it off, a rather confusing meeting with a professor. Enjoy!

Omniverse Earth-38: Paradoxical

March 2008: National City, California

Not a lot had changed for Will since he joined the DEO. He was still in National City, still going to school, and still training to be a DEO agent. After their encounter with the Forever Knights and the Krolotean, they haven't had much encounter with the group since aside from some dark web chatter and rumors but nothing for them to act on. They kept track of known fugitives and took them in along with enhanced and metahuman threats in the country which was part of the DEO's purview.

At the DEO base in National City, Will was in the engineering lab working on a pet project of his. After using Grey Matter and Upgrade to give all the DEO weapons and systems an enhancement so they were better prepared for alien fugitives and criminals, he began designing something for himself. The Omnitrix was great and changing into aliens kept him ready and his identity a secret but Director Henshaw and his dad have reminded him repeatedly that he can't rely on it to get him out of every situation. Sure, he kept up his training but given the alien threats he would be facing not to mention other groups like the Forever Knights out there, he would need to be ready and have something to keep his identity a secret. He did work for a secret government agency but some extra precautions wasn't a terrible idea. And with the Omnitrix having to recharge when it times out, he would need something to keep his human body safe from being eaten or ripped apart or impaled or a whole host of other terrible things.

So, he was on a computer using some design software to create blueprints for a protective suit and weapons. Granted, he wasn't a scientist, engineer, or weapons designer but he had seen a lot of action movies, spy movies, and has watched/read every single Captain Nemesis comic book and movie since he could understand the English language so he had some ideas. A bullet-proof suit with a retractable shield and weapons along with energy blasters. A possible jetpack or rocket boots. It was like a kid designing his own superhero.

"What are you working on?" He heard as Max walked into the room, wearing his DEO uniform. "Building yourself a super suit?"

"Sort of. Just designing something for myself. Granted, I have no idea how to build it so I'll leave it to Grey Matter to put it together." Will saved the file and took a drink from his water bottle. "What's up?"

"We've got another mission. Possible alien discovery in Missouri and we're on the team to go investigate. Helicopter's leaving in ten and we should get there in thirty minutes." Max told him.

"Really? Only thirty minutes?" Will asked as he followed his dad up to the roof.

"Grey Matter was the one who designed the new helicopter/jet so take it up with yourself." Max remarked as the two entered the DEO VTOL helicopter with the rest of the team. They locked the doors as Max joined his co-pilot and did their pre-flight check. Once everything was in order, they powered up the helicopter and hovered it in the air. Once it was a suitable distance from the buildings, the co-pilot pressed a button which activated the secondary booster engines. Those kept the helicopter in the air as the twin blades retracted into one another before the housing extended out to form fixed wings and new engines. Once the new engines were powered up, the helicopter turned into its jet configuration and flew away fast. The new VTOL helicopters were one of the things Grey Matter designed and Upgrade helped make as it was able to work like a helicopter but could turn into a jet with engines that made it fast enough to cross the country in an hour. Faster than any other aircraft on the planet. They would get to Missouri soon enough.

Missouri

The DEO VTOL which was now back in its helicopter mode touched down to the location of the reported alien activity which was some kind of Ripley's Believe It or Not tourist trap called Sparksville. It was home to weird things like the world's largest fish bowl, a Jackalope whatever that is, upside down rooms, the world's largest house made of playing cards and supposedly the best hotdog in the state. Unfortunately, it now looked like a tornado had gone through the town with the local police keeping civilians away.

"Whoa. What happened?" Will asked out loud.

"It looks like a tornado went through this place." Max added as he piloted the chopper down safely. The DEO team plus Will and Max entered Sparksville where a man met them. He was wearing a blue and white suit with a mullet and bolo tie.

"If only that were the case. No tornado was responsible for these juvenile acts." The man said. "I'm the Mayor of Sparksville and called in the report."

"You said juvenile acts. Do you know what did this?" Max asked when a bolt of electricity zipped around him and the team. It stopped in place long enough for everyone to see what looked like a living yellow and black battery with glowing eyes and an electrical current trailing behind. It danced around the team who looked at it in confusion as it climbed onto Agent Cortez's back and blew a raspberry in her face before yanking her vest over her head. It jumped onto Max's head and messed up his hair before tapping Will on the shoulder and giving him an electric wet willy, which was like getting shocked by static cling before it laughed and zipped away.

"What the heck was that?" Will asked, getting the electrical spit out of his ear.

"Megawatt." The Mayor told him only making Will more confused.

"Mega what?"

"Exactly. It appeared in these parts years ago, causing havoc. We trapped it in large ball of rubber bands to keep it from getting out until last night." The Mayor pointed to some teenagers who were arrested in the back of a cop car. "Young folk these days don't know to mind the signs."

"Just think that could have been you if not for my expert parenting." Max commented only for Will to give him a look before focusing back on the Megawatt. "What exactly is a Megawatt?"

"We're not sure. Some say it might be a ball of lightning come alive. Others think it's static cling run amok. Tough to say but in this day and age, my money's on alien." The Mayor explained as they saw the Megawatt zip into a vending machine.

"What's it doing?" Will asked.

"Feeding. The more it gobbles, the more powerful it gets." The Mayor answered as the vending machine began to violently shake before it spit out soda cans like a machine gun. "It's also got a dangerous sense of humor."

The DEO team and the mayor quickly ran inside a building for cover from the hail of soda cans to come up with a plan. "You left that thing inside a rubber-band ball all this time? Isn't that kind of dangerous?" Agent Cortez asked only for the mayor to shrug.

"Not so long as people minded the signs. And the rubber kept it insolated." He replied.

"So, how do we capture it?" Will wondered.

"What do you mean, we? I called you. You take care of it." The Mayor sat down and relaxed when the vending machine exploded from electrical overload and the Megawatt left to find something else. Once the vending machine firing squad was over, the DEO team readied their weapons and went out to find the alien. They had plasma rifles, restraint cuffs and tranquilizing agents but against a living battery they would need a new solution.

"Ok, so we're dealing with a walking battery of electricity that has a mischievous streak. How do we catch it?" Will asked the team as they walked through Sparksville.

"We could try and lure it out with something and catch it while it's feeding." Agent Deimos suggested. "The problem is none of the containment equipment we brought can handle an alien made up of electricity."

"I already contacted headquarters and the engineers are working on modifying a trap we used to capture the Zarolatt. It'll still be some time before they can get here." Max explained, unaware the Megawatt was zipping above them on the electrical lines.

"So that leaves us dealing with a mischievous alien battery that eats electricity and can pass through anything it can conduct. Problem is, pretty much everything this day and age is a picnic for it." Will remarked as the Megawatt zipped down to the ground and slid into his jeans. "But I think I have an alien that can handle IT!"

Max and the others looked and saw the Megawatt was hoisting Will up in the air by his underwear in an atomic wedgie. It was laughing but Will was less than amused and uncomfortable. "This isn't funny! It's just painful!" He shouted.

"Hang on!" The agents fired their plasma rifles but the bolts of plasma just fed the Megawatt who giggled before dropping Will on his face. It then turned into a bolt of electricity before zipping around the agents, entering their plasma rifles, and sucking them dry. When they were sucked dry the rifles exploded from electrical overload. One of the agents tried to grab the Megawatt but it slipped away and he bumped into his friend causing the battery to laugh in hysteria.

"That's it. Time for that battery to short-circuit." Will activated the Omnitrix and turned to Diamondhead before slamming the dial down. But he instead transformed into Four Arms." "Four Arms? This isn't what I wanted."

The Megawatt cackled as it zipped around the Tetramand and gave him another electric wet willy before zapping a sign up on the roof so it fell on him.

"Will, you ok?!" Max rushed over and saw Four Arms was fine, just annoyed.

"I don't know what's gonna kill me first. The watch or that stupid Megawatt." He pushed the sign off and slapped the Omnitrix dial turning into Diamondhead. "It's time for this battery to get a time out."

The Megawatt zapped and shocked the agents in gleeful revelry, even causing some of them to knock into each other. It laughed only for a crystal boomerang to come out of nowhere and pin it to wall of the world's largest ketchup bottle. The agents looked and saw it was Diamondhead who threw the boomerang, using one of the protruding crystals from his back which quickly regrew.

"Not so fun when the pranks are on the other foot, huh?" Diamondhead fired a ring of crystals at the Megawatt to trap him but it quickly turned into a bolt of electricity and scampered away just in time. It looked at the Petrosapien before firing a current of electricity but it did nothing and glanced around him, leaving the living battery confused. "Diamonds and crystals are non-conductors of electricity. Thank you, geology."

He fired shards of crystals from his hands but the Megawatt zipped up the largest ketchup bottle, causing it to explode. The cap from the bottle knocked the head off of the largest stuffed chicken which nearly fell on some agents. "Will, pin that thing down!" Max told him as Diamondhead kept firing but the Megawatt was a fast little thing.

"It's not as easy as it looks!" He shouted back, throwing more crystal boomerangs at the thing but it kept moving out of the way, cackling as it did. It then began zipping around Will who tried to grab it but it was too fast. And its cackling was starting to get annoying.

Max, Agent Deimos, Agent Cortez, and the others watched Diamondhead play tag with the Megawatt and while the Petrosapien was probably their best bet to catch the thing they needed to do something. That's when Agent Cortez saw one of the Sparksville brochures on the ground and one of the attractions was the world's largest thermometer.

"I've got an idea to help. Follow me." She led them away while Will continued to try and grab the damn Megawatt.

"I'm so getting sick of this!" Diamondhead pulled out the two crystal protrusions from his back and merged them together to form a large throwing star. "Stay the hell still, Sparky!"

He hurled the diamond throwing star and managed to hit the Megawatt, slicing it in two but instead of killing it the two halves just regenerated to form two separate Megawatts. They looked at each other and laughed while Will realized he just made things worse. "Ok. That was a really bad idea." The Omnitrix began blinking red and beeped before he turned back to normal. "And that doesn't help either."

The two Megawatts fired bolts of electricity, nearly zapping him but he dived out of the way and hid behind a wooden bench. The two Megawatts laughed at him when they heard a loud truck horn. Will looked and saw a semi-truck driving down the main road carrying a large thermometer in the truck bed. Max drove the truck straight at the Megawatts. Said Megawatts let out happy cackles before heading straight towards the truck. "Get ready, Cortez!"

"I am." She had her hand on a lever, waiting to pull it at just the right time. The Megawatts zipped to the truck to consume the electricity and mess with it but the second they were close enough Max pulled a 180 and she pulled the lever, dropping the giant thermometer into the ground. The two Megawatts collided with the thermometer which conducted their energy and kept it insulated. Max stopped the truck, allowing him and the agents to get out so they could see their handywork.

"What did you do?" Will asked.

"Just used the world's largest thermometer as the perfect lightning rod. Those things aren't going anywhere." Agent Cortez explained when the Mayor walked over.

"Of course, the ground is just one big conductor."

"Would have been nice to know that a few seconds ago." Max told him when all the payphones began to ring and spark with electricity. "They found the underground phone lines."

Soon enough, Megawatt after Megawatt began to appear as they zipped around Sparksville. What was once two now turned into fifty and they had fun. Zipping around cars and making their batteries go boom, destroying electrical sockets, feeding on street lights, and shattering window after window. The fifty Megawatts then grouped together on a roof and let out a sonic scream that forced everyone to cover their ears in pain. Their sonic cry shattered the container of the world's largest toothpicks which rained down on the ground causing everyone to scatter.

"There goes the world's largest container of toothpicks." The Mayor muttered as he ate some popcorn.

The lead Megawatt began chanting to his duplicates before they all zipped away. "Where'd they go?" Agent Deimos asked.

"Not sure but it can't be good." Max said when they heard loud thuds like in Jurassic Park. Then something smashed through one of the buildings and the dust cloud dissipated so everyone could see a planetarium display sparking with electricity and walking like a robot, using its planet displays as limbs. It turned around and began heading north.

"There's something you don't see every day." Agent Cortez commented.

"What's in that direction?" Will asked the mayor.

"The big hydro-electric dam. I reckon they'd go there to power up. After that they'll just move from city to city. Yup. Megawatts got a real twisted sense of humor like that." The Mayor told him.

Will looked at the Omnitrix which finally finished charging which was good but he also needed a plan. Just using Diamondhead wasn't going to be enough and now with fifty of those suckers it would be even harder. That's when he noticed the one display that wasn't destroyed…the world's largest fish bowl. It was the only display standing which meant it survived their sonic scream and that gave him an idea.

"Hey, dad. Does the VTOL have the gear for heavy moving?" He asked. Max was confused when he saw the giant fishbowl too and realized the plan.

"Yes, we do. It'll take a few minutes to get it hooked up but we can get it done." Max assured him.

"Ok. Move as fast as you can. I'll try and keep those things from doing anymore damage." Will activated the Omnitrix and changed into another alien.

The Megawatt controlled planetarium display had marched all the way to the hydro-electric dam for another prank. That prank was trying to bust open the dam and let out a flood of water to give everyone a shower. The Megawatt controlled walking planetarium was using the Mars and Jupiter planet models to punch holes in the bottom of the large concrete/steel dam. As it reared Jupiter back for the fiftieth consecutive punch, a stream of fire washed over it courtesy of Heatblast who was standing on top of the dam.

"Your fun and games are over. Now knock it off before I make you!" He warned the Megawatts but all they did was smash the dam once more, making a crack that began leaking water. He jumped off the dam, igniting the fire in his hands and feet which made him fly through the air like Iron Man. The Megawatts watched as the Pyronite flew through the air before making his way down low straight at them, tackling the Planetarium display away from the dam before looping around and landed on the ground. He turned to the leaking dam and slapped the Omnitrix dial, turning into XLR8 where he super sped away and returned with several metal rebar beams and metal plates. Then turned back into Heatblast where he melted the metal over the leak and sealed it up tight.

The Megawatt controlled planetarium display got back up and stomped over to him, swinging down Mars to hit him but he rolled out of the way threw a fireball, destroying the Uranus model. Heatblast kept up the game of tag as the DEO VTOL helicopter moved into the position, carrying the giant fishbowl with it. Max and the agents looked down and saw Heatblast fighting with the Megawatts.

"All right, lower us down as fast as you can." Agent Cortez said as Max and his co-pilot began lowering the VTOL closer to the ground. They kept watch on the surrounding area to make sure they didn't clip the sides of the dam which would send them crashing down.

Max looked down and saw Heatblast create a huge fireball and throw it at the Planetarium. The fireball destroyed the Planetarium display and turned it into rubble. "Will, we're right above you." He spoke into his radio which radioed to the Omnitrix.

Heatblast saw the Megawatts exit the Planetarium and look at the wreckage before looking up at the VTOL. "Drop the fish bowl on my signal." He said before letting out a sharp whistle which got the attention of the Megawatts. "As much as I try to limit the fire puns, you guys got really burned on that one. Probably a good idea to quit while your behind."

The Megawatts swarmed him but he released a cloud of thick smoke that trapped them and made them confused before they heard another whistle and saw Heatblast again. He motioned them to come at him and they did which is exactly what he wanted. "Now!"

"Now!" Max shouted as Cortez hit the release lever, dropping the fishbowl to the ground. Will hit the Omnitrix, turning into Four Arms which allowed him to catch the giant fishbowl with no issue. He moved the fishbowl in front of him so the Megawatts zipped into it and were now stuck. Once the last Megawatt was in the fishbowl, he turned back into Heatblast and let out a breath of fire that melted the opening shut so now there was no way out. The Megawatts couldn't see an exit and their smirks were replaced with frowns.

"I did warn you to knock it off." He told them before the Omnitrix blinked red and timed out, turning him back to normal. The wind picked up as the VTOL came down for a landing which made him cover his eyes. Max and the team got out of the chopper to see all the Megawatts stuck in the sealed up fishbowl with no way out. Their joyous and annoying smiles were gone as they were all stuck together with some trying to get out but there wasn't a way out anymore. "Check it out. World's largest lightbulb."

"Well, this has been the weirdest mission we've had but we've got them." Agent Cortez commented.

"If it's an option to take on these things or a rampaging Numerian then I'm fine with the Megawatts." Agent Deimos added as Will looked at the Omnitrix which turned yellow. The dial face twisted before showing a new silhouette of a Megawatt.

"It wasn't that bad. I've got a new alien to boot and if we build the right containment unit then we've got a possible unlimited energy source for the DEO." Will suggested, intriguing them all at the prospect.

Line Break xxxxx

March 2008: DEO Desert Facility, National City, California

Will got out of the jeep and entered the DEO desert facility with his backpack. He passed by the other agents who were used to the sight of a high school junior walking down the halls so they didn't pay him any mind. Some waved and greeted him and he greeted him back. His training in hand-to-hand combat skills was coming along nicely as he was a pretty confident fighter. Now adding Brazilian jiu-jitsu and Escrima to his martial arts skills, he wasn't a master combatant but someone who could hold his own in a fight. Granted, not against someone like Deathstroke, Sportsmaster or other hand-to-hand specialist mercenaries but against the average criminal or person the DEO would come across, he had a fair shot. Granted, that's grading on a curve but still.

Will walked into the lower sections of the Desert Facility where they held alien fugitives, criminals, and threats all of whom were contained in cells that dampened their powers and were outfitted with new refracting barrier technology curtesy of Grey Matter. Essentially the refracting barrier made it so any energy expelled on the containment cell was expelled back at the alien inside so they hurt themselves trying to escape. He passed all the alien cells and arrived at the final door which was to their generator room now housing a giant custom-made glass ball of Megawatts plugged into the electrical lines so they were powering the DEO base. The Megawatts were lounging about in the large glass which had more than enough space for all of them with little couches, chairs and bed and had a large television in clear view on the wall. The Megawatts were watching another episode of the old MTV show Punk'd. The Megawatts liked watching prank shows and comedy things like that but they also watched wrestling and UFC fights. Guess they were little hellraisers.

"Hey, guys. How are you doing?" Will asked as the Megawatts smiled and waved at him. While they did miss being able to mess around with stuff like before, they had a good set-up at the DEO and watching all that TV was nice too. "I picked you guys up some special treats from the city. Raided the local appliance and electronic stores and I've got you guys enough batteries to eat until you get fat."

He opened his backpack and took out a large bag of batteries, both regular and recycled batteries from phones, laptops, and other devices. Opening up a special hatch, he dumped in the batteries before locking the hatch shut so the other hatch on the inside of the bowl opened and dumped the batteries inside which the Megawatts went to town on. They were fed to keep up their electrical energy but these little treats were a nice addition.

The Megawatts looked at Will and cheered his name, doing little dances as they ate the electricity and energy in the batteries. "Enjoy guys. I'll see you later."

They waved goodbye as he left the generator to head to a training room when he saw a bunch of agents rush over to the ops center so he followed. There he saw Director Henshaw arrive to give a mission briefing. "Approximately 15 minutes ago, a DEO facility in Gotham City was breached and a data packet of information was downloaded and stolen. Agents pursued the thieves onto the roofs before the GCPD arrived and arrested one of them. These are the suspects." The screens showed two snapshots of a feline dressed woman in black and a man in a black armored suit with a cape and pointy ear cowl.

"Uh, Director Henshaw. I think it's one suspect and it's Catwoman. Batman's a good guy." Will corrected him but getting looks from Director Henshaw and all the agents. "Most of the time."

"Well, your good guy assaulted several DEO agents in our pursuit of Catwoman. She was arrested by the GCPD and taken to Blackgate Penitentiary with the data she stole already uploaded." Henshaw explained.

"Chances are someone hired her to steal them for money or information. Catwoman would never break into a government building like that unless it was for a payday. Batman probably saw her break-in and tried to stop her." Will added causing Henshaw to look at him so he shut up.

"I want a strike team assembled in five minutes to head to Gotham." Director Henshaw ordered and the agents quickly went to gear up. "Mr. Detmer, you seem to know a lot about these two individuals. Any particular reason?"

"I may or may not be an avid reader and subscriber to all things superhero and may or may not have read every single newspaper, blog post, and reddit chain on Batman and Gotham City." He replied, earning laughter from some nearby agents. "Hey, I'm 17. Anyway, Catwoman's a professional thief who steals money, gold, jewels, and priceless artifacts, usually cat themed, for money and the thrill. She's broken into the Gotham Museum over a dozen times despite all the upgrades they've made and Batman stopping her. The only reason she would rob a government building is if someone hired her. And if Batman was there then he was trying to stop her. He's got no reason to want to break into the DEO."

"And his assaulting my agents?" Henshaw asked, rhetorically.

"Well, when he first showed up years ago, he often had mix ups with the GCPD that resulted in some officers getting injured. But they're cool with him now. He's even got a Bat-signal atop the GCPD. Still, if Catwoman broke into the DEO then whoever sent her must need something. Sir, permission to join the taskforce heading to Gotham? I might be able to help them and I know a lot about the city." Will pointed out.

"Get your gear and get ready." Henshaw told him. He nodded and went to get ready. "Mr. Detmer, this goes without saying but limit your use of the Omnitrix there. Engaging in a DEO mission is one thing but I don't need front page news stories that get me calls from the President."

"I'll do my best, sir." He promised before getting his gear and joined the team to Gotham City. He was both a little nervous but beyond excited. Maybe he would even see Batman for himself.

Gotham City

Will and the strike team arrived at the DEO facility in Gotham. It was raining, of course as per usual with Gotham. They met with the head agent in charge of the facility as a forensics team was going over the break-in on their servers. Will walked through the server room and looked at the break-in scene with his own eyes and it was similar to the ones the Gotham newspapers would report on Catwoman's burglaries and thefts. She bypassed laser trip wires by using the vents and clogged motion sensors to enter the server room before taking the data. Then used a glass cutter to escape through the window and make her way up to the rooftop where the DEO agents encountered her and Batman.

The break-in wasn't concerning him. He figured she could do that easily even on a bad day. It's her being able to take data from the DEO servers that's the key to this. She was an expert thief and tricking jewelry store or museum security systems isn't hard for her but cracking the DEO encryptions should be hard even for the best hackers in the world. He could crack it but only because he had the Proto-box which was more advance than anything on the planet. Even still, with the upgrades he helped make to the DEO system stealing any kind of data was the sign of someone with vast money, resources, and technology.

"How much data was copied from the servers?" Will asked as the agents looked at him.

"Roughly three gigabytes of data were stolen before the security systems kicked in and locked them out." One of the agents reported.

Agent Vasquez looked at Will and saw him thinking something over. "What are you thinking?"

"That someone with a lot of pull and money hired Catwoman to do this." He told her.

"What makes you say that?" Agent Deimos wondered.

"The facts we have here and her past behavior. Laugh all you want about my obsessions with superheroes but considering I am one now it helps to read on the exploits of others. I've read almost every crime, theft, and burglary she has done since she showed up in Gotham years ago. Breaking into a government facility to steal information isn't her MO and even if it was, why the DEO? If she were going to break into a government facility, it'd be an FBI building so she can get information on mob families, shipments of stolen paintings or things like that. That's what a thief would want. Something valuable to her. Taking information from the DEO isn't unless she was hired to do it and considering she uploaded the data just before she was captured is evidence enough. Besides, there's no way she could have broken in here without help."

"What do you mean?" Vasquez asked.

"I mean, Catwoman isn't exactly an expert hacker yet she was able to get pass the encryption system which Grey Matter helped redesign and steal 3 gigabytes of data before she could be stopped. Sure, she can break through a museum's security system but a government agency is another thing. She would need help and tech to pull something like this off. Did we find the phone she used?" He wondered as Vazquez walked over to a case to find it bagged and tagged.

"The GCPD found it in a nearby alley when they arrested her." She replied. Will walked over and put on some gloves before taking it out of the bag. He then used the Proto-box to plug into the phone and it began decrypting the heavy military encryption, which further proved that something fishy was going on. After a few seconds, the Proto-box finished decrypting everything.

"Ha. Score one for the alien superhero." Will pat himself on the back as the Proto-box analyzed the phone data. It also managed to find a copy of the information that Catwoman uploaded. "She broke into the DEO to get information on targets of interest. Enhanced or metahuman individuals that the DEO keeps tabs on. Considering the DEO's purview, it makes sense that we have the most information on things like this. Bane, King Shark, Killer Frost, Killer Croc, Shade, Count Vertigo, Icicle, and even the Wizard and Brainwave. She downloaded a lot of files on these bad guys. Looks like someone else wanted it too."

"Any idea who?" Agent Deimos asked.

"Not yet. Whoever made this thing clearly didn't want Catwoman to know who she was working for. It's all anonymous and bounced off like a million different servers. It'll take a little time for this thing to track the location down and then we'll know. But we still need to secure Catwoman and figure out if she knows anything else." Will suggested.

"Sounds like you want to see her for yourself." Vasquez joked as some of the agents chuckled.

"That may be part of it but she may know something." He replied and they agreed to the possibility. "Besides, after a little Ripjaws interrogation we'll know everything she knows."

They finished up at the DEO facility and their next plan was talking to Catwoman which would normally have them impersonate FBI agents to get into Blackgate but that got more complicated. An explosion was triggered at the prison, as a possible escape attempt and the inmates took advantage. They overran the guards and had the entire place locked down with the GCPD in a standoff with them to keep them from getting out.

"Well, this complicates things." Vasquez stood up on the DEO rooftop, using her binoculars to look at Blackgate prison across the bay. The smoke and fires lighting up the distant shoreline like a signal fire. "There's no way we can get in there now. And we can't go and detain the situation without risking our cover."

"You guys can't…but I can." Will suggested causing the team to look at him like he was crazy.

"You understand it's an entire prison of convicts and killers out there." Deimos reminded him.

"I know that and I can handle them. With the Omnitrix, I can take care of them with XLR8 and lock them up before they even know what happened. Not to mention there's no risk to you guys and I can always wear a mask to keep my identity hidden. And it's our only chance to find out what Catwoman was doing and who she's working for." He pointed out. "Besides, I wouldn't be able to live with myself if any of those criminals got out and started hurting people and I did nothing."

"I don't think Director Henshaw would want you to do this." Vazquez told him.

"I know but Catwoman is there and for our investigation we need to find out what she knows. I'm going anyway so you can either help me or not." Will put it as bluntly as he usually did and the agents looked at one another before making their decision.

Will stood by the Gotham City bay wearing some DEO gear that would keep him safe. Black tactical clothing along with the improved body armor Grey Matter designed which would keep him safe from bullets and knives. He had on heavy combat boots to match his black combat pants and a belt holding the Proto-box, along with some small flashbang pellets, a retractable baton, zip ties, and a few other things he might need. He had an earpiece to connect him to the others as a backup and to protect his identity Vasquez gave him a black balaclava with a white ghost skull on it.

"Ghost skull. Fitting since we technically don't exit." He put it on and got it comfortable.

"Are you sure about this? Aren't you afraid?" Vazquez asked.

"Oh, terrified but that's a good thing. It'll keep me alive. And if all else fails…" Will activated the Omnitrix and turned into the aquatic reptilian Piscciss Volann aptly named Ripjaws. "…then subtly goes out the window."

He dove into the bay where his legs turned into a fishtail and his gills made him perfectly comfortable underwater. The anglerfish light on his forehead turned on giving him visibility as he swam across the bay at high speed to the other side. Normally, Blackgate was only accessible by Gotham bay via the one solitary dock which was absent of any boats as the GCPD made sure to secure them when the explosion started and to sail across the bay. To avoid being seen and to be a bit stealthy, he decided to swim over to east riverside of the Penitentiary which was just cliff face and water.

Ripjaws breached the water and dug his claws into the cliff face and began climbing up the side of the prison. With it raining, it gave him enough hydration so he could last out of the water. When he climbed up to the top of the wall, he jumped over the barbwire and landed on the roof of a nearby watchtower. He was plotting his next move when he heard some commotion below and saw a black armored figure attack three Blackgate prisoners who had cornered Catwoman. He saw the armored figure beat down the three inmates like it was nothing before doing a grapple takedown that definitely broke a collar bone. That's when a fourth inmate rushed into the area with an assault rifle and took aim at the armored figure and Catwoman so he jumped down and landed right in front of the inmate before slashing the gun into pieces with his claws.

"What the hell are you?!" The inmate shouted in fear before he was picked up and thrown into the wall where he slumped to the ground, unconscious.

"I'm unique." Ripjaws replied, turning his gaze towards Catwoman and the pictures didn't do her justice. Skin-tight black leather, cat eyes shaped goggles on her head to go along with her pointed ear cowl, sharp clawed gloves, a whip on her hip, a black cat chocker and a fair amount of cleavage shown. But then he saw the armored figure and it was the Batman. He was even cooler in person. The pointed ear cowl, the long black cape, the utility belt, spiked forearm guards and gloves, the grey suit, and the large bat symbol on his chest. "Whoa…you're even bigger in person."

"Who are you?" Batman reached for his utility belt in case something happened but Ripjaws quickly shook his head and hands to stop him.

"Wait, wait! Batman, I'm the good guy here. I just look scary." He quickly tapped the Omnitrix symbol and turned back to normal. "Not all of us have a bat suit so I make do."

"Who are you and what are you doing here?" Batman asked.

"I can't tell you who I am but I can tell you I'm here because of her." He pointed to Catwoman.

"Who? Little old helpless me?" Catwoman played the innocent game as she winked at Will to get him to lower his guard.

He swallowed the lump in his throat before focusing. "I know a lot of people in Gotham you've stolen from that wouldn't call you helpless. And the fact that you stole sensitive information from a government facility doesn't help your case. You should have stuck with jewels and artifacts."

Batman looked at the mystery individual's clothing and there was something military about it. That combined with him being here for Catwoman helped him piece it together. "Didn't take the DEO for the hands-on kind of agency."

"When it comes to the sensitive information then we change things up. Who are you working for?" Will asked.

"I can't say." Catwoman told him only for Will to walk up to her.

"You saw what the Lockness monster did to that guy. He has a penchant for taking bites out of people who don't help. You don't want to be that kind of person right now, especially considering what's going on here." He threatened.

"I don't know. I was hired anonymously and received my orders the same way." She told him.

"So, you have no qualms with breaking into a government agency and stealing sensitive information?" Will asked.

"Let's just say I was made an offer I couldn't refuse. What if I made you an offer you couldn't refuse?" Catwoman suggested, giving him a wink only for Will to zip cuff her hands together. "Oh, playing hard to get?"

"Is she always like this?" He asked Batman, removing Catwoman's whip and her belt of tools.

"What are you going to do with her?" Batman wanted to know what was going to happen.

"It's not up to me. She broke into a secured DEO facility and stole sensitive information. My Director might just lock her up in a cell that she can't escape from for the rest of her life unless she cooperates. And I know she's broken out of Blackgate and the GCPD but I have a feeling those skills won't help you where you're going." He threatened.

"Ok, I'll tell you what you want to know but you have to swear to get me out of here and a reduced sentence. The way things are going here, I was just going to get my gear and escape. These idiots are the ones who jumped me to keep me from trying to join the other sides." She explained.

"What do you mean, sides?" Batman asked.

"The heavy hitters hate each other, especially Black Mask and Joker. They've all staked out their own territories inside the prison. The way I hear it, Penguin has the Cell blocks and controls movement around Blackgate. He locked all the staff in a cell on Blackgate's lowest level, the Arkham Wing. Black Mask's taken charge of the prison's industrial complex. He decides where there's power and where there's not. And the Joker is holding down the Administration building, which has the computers that encrypt the codes for the locks on the Arkham cells. Here's the bad news: to get the hostages, someone has to go the Industrial Complex to restore power to the Arkham Wing, get through the cell blocks to get down there, and have the Crypto Sequencer that unlocks the hostage's cell." Catwoman eloquently put it.

"Joker, Black Mask and Penguin? Why aren't they locked up in Arkham Asylum?" Will wondered.

"They were transferred here momentarily while the facilities at Arkham are being upgraded. A lot of inmates were." Batman explained. "This is shaping up to be a long night."

"Not if you had some help." Will pointed out.

"Didn't take the government stooge for a hero." Catwoman commented.

"Easy there, cat burglar." He told her, getting her to be quiet. "If there are hostages at risk then I'm ready to help get Blackgate back under control. And I've got some skills and tech that can help and seeing as how you don't have Robin or Batgirl to help you then going in alone would be suicide."

"Why should I trust you?" Batman asked.

"Because I'm offering to help. And what's the other option? Trusting the cat thief who broke into a secret government organization to steal encrypted files to a mystery buyer she doesn't even know?" He pointed out before removing the zip cuffs she cut through and putting on another pair before removing her gloves with the sharp nails.

"He does have a point." Catwoman commented.

"Even if you don't want my help, I'm still going to go rescue the hostages and put the inmates back in their cells. So, working together might speed things up." Will pointed out and Batman nodded. "First things first we should secure the cell blocks then head to the Industrial Complex and restore the power. I've got something that should be able to unlock the locked cells and bypass the crypto-sequencer so we can save Joker for last."

"What about little old me?" Catwoman asked only for Will to activate the Omnitrix and turn Four Arms. He picked her up and jumped up onto roof of a watchtower where he ripped off some metal guard rails which he bent around her to pin her to the ground. "Really? This isn't very gentlemanly of you."

"Best to make sure you can't escape." He said before jumping down back into the courtyard and turning back into human. "She's not going anywhere. Now we can focus on getting Blackgate under control."

He took out the Proto-box and activated the holographic display and sub-sonic scanner which began scanning the entire area giving him detailed holographic recreation of the entire prison. It highlighted key areas, structures, and heat signatures.

"Looks like Penguin's got his men securing the cell blocks and most of the doors and hallways are locked. We'll need to make our way through to find our way to the elevator to take us to the Arkham Wing." He said only to see that Batman was gone. "Wow, he really does do that. Would have been nice to know what his plan is but whatever."

He walked over to the main door to the cell blocks area and entered, locking it behind him so no inmates could escape. The place looked like a mess and was trashed as a result of the prison break but there weren't any inmates he could see yet. He used the Proto-tool to check the area and saw there was no one around in the immediate area but the security cameras were still working so he scrambled their signal to keep him from being seen. Anywhere he and the Proto-box went, the cameras would be down keeping him and his aliens just the raving madness of the inmates.

"Now, time to put the prisoners back in their cells." He activated the Omnitrix and turned into XLR8. Once his visor closed down, he took off at super speed and began rounding up inmate after inmate and putting them back into prison cells. The inmates who were once free and creaking a ruckus or doing whatever they wanted were grabbed and then whisked back into the cells they escaped. XLR8 quickly moved through cell blocks A to D.

"Let us out of here you freak!"

"I'll kill you!"

"Penguin's gonna gut you like a lizard!"

"You shouldn't have messed with us!"

They all shouted from their cells in anger and frustration while a flash of green up on the top floor of the last cell block showed Will standing there looking over his job well done. "Geez, Gotham really does have a lot of bad guys and criminals. I'm not sure if the poor education, horrible gang leaders and supervillains, or something else is responsible. Oh well, they're not going anywhere."

He activated the Proto-box and the cell blocks were pretty much secure except for one area near the exercise yard. From what the sub-sonic pulses were able to map out, the entire area was retrofitted with electrical cables around the fenced in workout areas and judging by the inmates gathered around and two men fighting it looked like a fight club. With no loose criminals in the cell blocks, he began making his way to the exercise yard. Despite Penguin having locked down the area, he used his Proto-box to crack any locked doors he came across or just had Four Arms bust through them along with fixing what needed to be fixed like broken doors or gates.

Batman had made his own way through the cell blocks and came to the fight club in the exercise yard where he saw Ben Turner AKA Bronze Tiger fighting against prison guards. He glided through the air and kicked the fence in, knocking Turner away.

"What kind of sick game is this, Turner?" Batman asked.

"Batman! Welcome to my arena!" A spotlight shined down on the two from a watchtower where Penguin and several of his men armed with guns had taken up residence. "Much more entertaining than the usual exercise hour in the yard. I think you'll agree! Your timing is perfect! We're fresh out of prison guards to challenge our reigning champion…Bronze Tiger! Simple rules, gentlemen—the one that doesn't die keeps fighting!"

"Enough, Penguin! I'm not your puppet!" Turner shouted only for Penguin's men to set their guns on him.

"Tiger, you became my toy when you declined to join the ranks of my soldiers! Now…it's play or die!" Penguin shouted as his men quickly sealed up the fighting area.

"I'm sorry, Batman but I'm sure you'd do the same in my position." Turner held up his fists which had his mock tiger claws strapped on.

"I wouldn't be in your position, Turner." Batman told him.

"It was an accident."

"Enough gabbing! TO THE DEATH!" Penguin shouted only for the small, rotund man to get pushed out of the tower and fall to the dirt/mud below.

"Boss!" His men saw him hit the ground with a thud. Since he was tossing and turning on the ground, he was alive but probably hurt. Batman, Turner, and Penguin's goons looked and saw a balaclava clad man standing where Penguin was.

"How about we even the odds a little bit? Something tells me with the guns taken out of the equation you guys won't be as cocky." Will unfolded the metal baton and whacked one of Penguin's men over the head before kicking him into his friends.

Penguin's men aimed their guns but saw their magazines were gone and the barrels were plugged. Not only that but the fence was no longer conducting an electrical current. Batman quickly fired a speck of explosive gel at the fence where it blew up, causing one of the fence links to fall on two of Penguin's goons. Several batarangs were thrown, disorientating some of the goons before he quickly began taking them out. He blocked a police baton with his forearm spikes before breaking the goon's wrists, headbutting him in the face and then throwing him to the ground where he broke his arm and stomped on his head for good measure. He swung his cape, disorientating one guy who he then threw into two others.

Will blocked a wild swing from one of Penguin's men and then punched him in the stomach before throwing him through the window in the watch tower. He kicked another goon in the stomach before he was grabbed from behind and punched in the side twice. Will quickly slammed his boot on the thug's foot, then whacked his leg with the baton before landing a right cross to his temple. He blocked a leg kick to the side and a left cross before getting hit by a right straight but then retaliated with kick to the groin and hammer slam to the back which knocked the thug to the ground. Penguin's last goon in the watch tower swung a police baton which Will ducked and blocked before locking his wrist, kicking out one leg and then slamming him in the chest so he fell onto his back. He finished that up with a baton smack to the face.

Batman bat-claw pulled a thug to him and landed a close-line before landing a spinning hook kick to a thug who tried to attack him from behind. Three goons rushed Batman from the side but before they even got close, Turner sliced their legs from behind and took them down with ferocious brutality. He had an axe to grind with Penguin and his men for turning him into a monkey on a leash. Batman ground tackled another thug and broke his leg before catching the fist of another goon, breaking his arm at the joint and then throwing him to the ground head first.

The last goon saw all his friends taken out and was pissing his pants. He quickly ran away only to trip and land face first on the concrete, knocking himself out. Batman looked around at all of Penguin's men who were taken down and at Turner who helped him. Penguin crawled away only for his hands to be pulled behind his back and tied together.

"You're not going anywhere, Penguin." Will zip-cuffed the large mob boss and pulled him back to his feet.

"Do you have any idea who you're messing with?!" Penguin shouted.

"Yeah, a tiny man with a Napoleon complex, an annoying voice and a huge nose." Will pushed him towards the old fighting area as Batman walked over. "Besides, there's nothing you can say to me that would actually get me to listen."

"I'm sure we can be reasonable about this, gents." Penguin suggested only for Batman to grab him by the collar and hoist him up.

"Tell me you're not going to try and bribe me, Penguin."

"I'm talking common sense. I mean, obviously I'm one of the least dangerous blokes in here. I mean…heh-heh, look at me."

"I see someone who might not be a physical threat but someone who is a master manipulator and schemer. Someone who's more than earned his place in this prison." Batman fired his grapple gun up at the top of the wall and tied Penguin to it so he was suspended in the air.

"Aw, you flatter me, Batman. But what reason could there be to cage a poor, flightless bird like myself?" Penguin asked.

"You did just hear what he said, right? Something tells me you being here is better for Gotham." Will remarked as Penguin struggled to get free.

"RAH! You better let me out of here, you freak! My boys are gonna find me soon and when they get me down, I promise I will find you and make you pay!" Penguin shouted.

"Yeah, that's not gonna happen. It probably escaped your attention while you were out here reenacting Fight Club but the cell blocks are all secure and all the inmates and your men are back in their cells. No one's coming to help you and if anyone from any of the other parts of the prison comes here then you're in trouble." Will remarked as Penguin struggled and tried to grab them in anger. He ripped off a part of Penguin's coat and quickly tied it around his mouth as a gag. "At least we won't have to hear your speak anymore but it's kind of nice seeing you up there. It's soothing…like a bonsai tree."

"More like a Pinata." Turner held up his claws ready to dig into Penguin but Batman got in the way.

"Don't even think about it, Turner. And you should go back into a cell unless you want another rematch." Batman warned him.

"I'd listen to him if I were you. And seeing as how you managed to help us take down Penguin's men then maybe we can get you a reduced sentence if you behave yourself." Will suggested.

"Fine by me. I'm tired, anyway." Turner walked away and made his way back to the cell blocks.

"Well, glad that worked itself out." Will commented before looking at Batman. "You know, the whole idea of me helping you to put Blackgate back in order kind of implies that we're kind of working together. And it would be a lot easier to do that if we were on the same page."

"Are you sure all the inmates are back in their cells?" Batman asked, ignoring Will's comment so he took out the proto-box to show him the security camera footage.

"See for yourself."

Batman took the device and saw that the inmates were indeed back in their cells. "Good work."

"High praise from the Dark Knight. Anyway, with the cell blocks secured we still need to get power to the Arkham Wing if we wanna to get the hostages. Guess we head to the Industrial Complex and restore power along with taking down Black Mask. Then we take down the Joker, secure the warden, get the hostages and then we can go to a diner and get pancakes. Or waffles if you prefer waffles." Will planned out, getting Batman's patented glare in response. "You want to split up again? You take down the Joker while I get the power restored in the Industrial Complex and take down Black Mask?"

"Right. We'll reconvene at the Cell Blocks when we're done." Batman fired his grapple gun and swung away. Will would have activated the Omnitrix but between using Four Arms to get through obstacles and XLR8 to deal with Penguin's goons and disarm them it had timed out so he had to walk back to the main area until it booted back up. Walking through the cell blocks was fine as all the inmates were locked up. But still they shouted or cursed him out. They could get really inventive with their insults.

Line Break xxxxx

When he found himself back at the spot he met Catwoman and Batman originally, he activated the map on the Proto-box to find the route to the Industrial Complex. Following the route wasn't that hard until he arrived at the main entrance where he saw that there was a lot of rubble blocking his path. Probably caused by the breakout chaos so he took his time climbing over it until he found himself in front of the large, heavy-duty doors. The doors were locked down but he used the Proto-box again to hack through the electronic lock and entered through the cargo bay area.

He quickly and quietly hid behind a pillar as he heard some inmates talking. They all were holding metal pipes or clubs with one holding a pistol and were guarding the entrance to the Industrial complex.

"Any Joker goons show their faces, shoot first and laugh later, got it?"

"Why's the boss so worried about the Joker?"

"Who cares? If it's got a red nose and floppy shoes, just kill it."

He looked at the watch and it turned green just in time which was good because dealing with the gunman by himself was beyond risky. And he wasn't an idiot. One bright flash of green light and after two seconds along with a gust of wind and dust cloud, the three goons were knocked out and piled up in a corner with zip ties keeping their hands and ankles tied together so they can't run away if they wake up. One more bypass of the electronic lock by the main entranceway and he was finally in.

The front desk was obviously empty with scatter papers and turned over chair. The computer was broken and there was no sign of any inmates or other people. He made his way through the front lobby of the complex when he quickly hugged the wall as he heard some voices coming from the next room. He peaked out a saw a technician working on the systems for the generators but the person of interest was the man in the white suit with the black skull mask on his head. Roman Sionis AKA Black Mask.

"How much longer?" Black Mask asked.

"Almost done, boss. Once this board is locked down it can't be reversed." The Technician replied, indicating to Will that the Blackgate employee was under Black Mask's employ. A few more seconds of tinkering and he was done. "Finished."

"Nice. That takes care of one loose end." Black Mask raised his gun and shot the technician in the head, killing him before running away.

Will quickly made his way down the hall and bypassed another electronic locked door but quickly rolled back to the wall to avoid a maelstrom of bullets. Black Mask left some of his men with guns to safeguard this area. Nearly getting himself killed and almost shitting his pants, Will quickly activated the Omnitrix and slammed the dial down in a bright flash of green light. The inmate quickly reloaded his assault rifle only to feel a cold chill rush through him before everything went blank. In actuality, the inmate was possessed by Ghostfreak and said possessed inmate unloaded his rifle before breaking it in half and to finish it off, he ran head first into the wall to knock himself out.

Ghostfreak left the inmate's body and chuckled. "That never gets old." He said to himself before turning invisible and going to possess the second gunman. Once possessed, he had the guard take out a taser stick and zapped himself in the neck.

"What the hell is going on?" The third gunman asked, seeing the first one run his head into the wall and the second taser himself. He was about to call for backup when a grey ghost materialized in front of him. "AAHHH!"

He fell back in fright as Ghostfreak floated over. "What's the matter? You're not afraid of ghosts, are you?" He asked in a really chilling voice as Ghostfreak's eyes began to shift from their normal yellow to purple. "Don't worry. I'll give you something to be really afraid of."

He took a hold of his grey skin and yanked it apart revealing a monstrous number of tentacles, horrifying teeth and other nightmare inducing horrors that made the inmate scream bloody murder. He then pass out from sheer fright alone. Ghostfreak's eyes turned back to yellow as he realized what just happened. "Whoa. That even freaked me out a little bit."

He tapped the Omnitrix symbol and turned back to normal, shuddering in disgust. He felt like his skin was crawling. "Ugh. Ghostfreak is handy but I'm not doing that again."

After tying up the gunmen and getting rid of the guns, he activated the Omnitrix again. The flash of green light disappeared to reveal a tiny green colored battery with arms and legs. A Megawatt he named Buzzshock. He turned into green electricity and zipped through a wall outlet where he cruised through the electrical lines until he popped out in the same room where Black Mask had his inside man do whatever he wanted. He touched the Omnitrix and turned back to normal where he nearly puked up his lunch at the sight of the dead body. "Oh, god."

Will covered his mouth as he still himself and did his best to avoid puking. Avoiding eye contact with the corpse, he walked over to the computer system and plugged in the Proto-box which began analyzing the system and decrypting any firewalls. After a few seconds, he found out what Black Mask was having his henchmen do.

'This guy is officially crazy. Having his henchmen start a full overload on all prison generators. He definitely belongs in Arkham Asylum.' He thought as the Proto-box began fixing the damage the technician did to the system. Normally, it would be extremely difficult or next to impossible to fix the damage but his Proto-box wasn't normal. It easily stopped the overload process and rebooted the generators on this side of the complex and island but there were others as well.

After making sure everything was back to normal and tying up Black Mask's minions, he continued his trek into the prison. When he walked into the next room, he saw an inmate wearing riot gear and holding a taser stick. "What the hell are you doing here?"

"Uh…would you believe me if I said I was the April Fool?" Will wondered only for the inmate to rush him. "Yeah, I figured."

Will unsheathed his baton and quickly sidestepped the taser stick before whacking the inmate in the back of the leg. Then grabbed the arm holding the taser and whacked his wrist so he dropped it before hitting him in the face. The inmate grabbed his nose as Will picked up the taser stick and whacked him again in the leg before zapping him in the face. That knocked him out so he tossed the taser stick aside and tied up the inmate before continuing on into the building.

He eventually came across some more terminals which he used the Proto-box to make sure everything was fine and stopped the override sequences of the generators. Black Mask was trying to reroute more power to another place of the complex. After that was taken care of, he entered the large freight elevator chambers and quickly hid behind a pillar as he saw Black Mask take an elevator down.

"Now where is he going?" Will asked himself, waiting until he was sure Black Mask was gone before going over and calling another elevator to follow him down. There was a little trepidation with getting into the elevator considering it was old and didn't look like it was in the best shape. He got in and went down a few floors when he heard loud concussive booms and the building shook a bit. "That can't be good."

Black Mask must have set off an explosive somewhere as a part of his plan. The elevator shook from the explosion and rumbled as the movement caused the already old parts and pulley system to give way and crack. Which started a chain reaction as one of the cables snapped from a combination of time, pressure, and the exertion from the explosion. Then another cable snapped and then another before the elevator box began falling down the elevator shaft.

"SHIT!" Will activated the Omnitrix while in freefall and slammed the dial down just as the elevator crashed on the bottom floor. The faint glimmer of a green light flickered underneath the pile of rubble, broken elevator pieces, and metal. A four fingered red fist burst through the rubble before the rest of the body pulled itself free. "Whew, that was both terrifying yet oddly fun."

He stepped out of the rubble pile, pushing the broken elevator gates and metal beams off of him like they were made of straw before shaking his head to get some of the dust off. Normally, that elevator crash would have killed him if not left him crippled for life but to a Tetramand it was nothing. Although it did piss him off. "I'm gonna rip that mask off his face when I get to him." He said to himself before punching his fist when he heard another loud boom. "That definitely wasn't me."

The booms got more frequent and closer before they were followed up by a loud roar. "Solomon Grundy…Born on a Monday…Christened on Tuesday…Married on Wednesday!"

The brick wall at the other end of the room exploded as a grey, rotting skinned hulk of a monster in a tattered three-piece suit walked through. Partially dead white hair adorned his head along with white lifeless and raging eyes, rotting teeth, ripped flesh sewed and pulled together and pulsing white veins flowed through the 16 foot, hulk-like frame of the immortal Zombie known as Solomon Grundy. He was a little taller than Four Arms and visibly a lot bulkier.

"They kept Grundy underneath the prison? That just seems like a mistake waiting to happen…which I find myself in the middle of." Four Arms said to himself as the Zombie shoulder charged at the alien. Four Arms steadied himself in a ready position and sidestepped the large zombie, grabbing his rotting yet together arm before slamming his head into the wall and then throwing him away. Grundy just got back to his feet and growled like an animal. "You want to fight, Walking Dead? Fine then. Bring it on, Frankenstein!"

Four Arms charged the zombie and landed two heavy duty punches to his face, causing the zombie to stagger back before he landed a vicious gut punch that tore through his skin and stomach. He then grabbed the zombie by the neck and hurled him into the wall. Grundy got back up and threw out several wild haymakers that he blocked but then got gut shot and sucker punched in the face. He grappled the zombie to the ground before kicking him across the floor. He looked at his fist and saw it was covered in yellow goo, probably from Grundy's rotting stomach.

"Gross." He shook his hand free of the goo when Grundy tackled him to the ground. The two heavyweight brawlers rolled on the ground, landing solid punches against the other before Grundy threw Four Arms away. The Tetramand hit the ground with a thud but quickly got back to his feet as he sidestepped Grundy's hammer slam and landed a solid upper cut to his head before a four fisted gut punch and then a hammer slam to the back that put the zombie on the ground. He quickly picked up Grundy and threw him into a nearby electrical panel, giving the large zombie an electrical shock to his barely functioning nervous system which hurt him more than anything else.

Four Arms took a few deep breaths to collect himself as Grundy was no joke. The Tetramand was his heaviest hitter and this fight was the toughest he's had yet. Granted, everyone else who's come across Four Arms barely lasted a second but the point stands. While he was confident he could handle Grundy and stay alive if the fight continued on, he was also confident in the Omnitrix timing out soon enough. He guessed that he had maybe a few minutes left and that was being generous. Grundy needed to go down soon or else he'd be dead. Deciding to take the offensive, he charge tackled Grundy through the wall which broke apart like cardboard.

Landing on Grundy in the mounted position, Four Arms used his two lower arms to keep Grundy's arms restrained while the top two began landing blow after blow on his face. Four Arms managed to land over a dozen heavy punches to the zombie's face before he began to feel push back so he rolled forward and threw Grundy onto the ground. He hit the Omnitrix and turned into Buzzshock, firing a concentrated and powerful burst of electricity that shocked Grundy like a lightning bolt did a lightning rod before another quick change into Diamondhead. Extended out his hand and reshaping it into a sharp blade, he charged forward and severed Grundy's head from his body which dropped to the ground with a splat. Grundy's eyes blinked and his jaw would move like he was trying to speak. Plus, he was a zombie and despite his head being parted from his body, a lot of the reddit threads about his battles with Superman indicated that Grundy was pretty much immortal so he'd be fine.

He encased Grundy's body in a diamond shell before doing the same to his head just as the Omnitrix timed out and he changed back. "With seconds to spare. I'm getting pretty good at this."

With the Omnitrix timed out, he began making the trek through the rest of the building. Any terminals he came across, he hacked with the Proto-box and made sure that the systems were secure. Luckily, the Proto-box managed to open locked doors or else he'd have to find workarounds like blowing through walls or crawling through vents. He was lucky that any inmates he ran across were usually alone so he was able to handle them. Sure, they were criminals but they weren't exactly UFC fighters and he had training and a metal baton. After making it back up to the ground level, the Omnitrix was powered back up so he used XLR8 to search the entire complex and take out any remaining rogue inmates under Black Mask's employ. He stopped at the generator control room and plugged the Proto-box into the system to lock everything down and restore power back to the Arkham Wing in the Cell Blocks but that was a two-step process. Once he reinitialized the system, he needed to go to the generator itself to perform a hard reset which would put everything back to normal.

He walked out of the control room and into the generator area when he heard the clicks of a dozen rifle pins and saw a dozen inmates with guns trained on him before more inmates rushed in from the side. Many had makeshift weapons like clubs, pipes, and shivs but most were wearing black masks which indicated who they were working for. He heard the clack of dress shoes and in walked Black Mask carrying two Desert Eagle pistols.

"And here I thought that it was the Bat who was taking out all my men and took down Grundy. So, imagine my surprise when I find out it's another punk in a mask. You one of his?" Black Mask asked.

"Yeah, call me Bat-Boy." Will quipped as he looked at all of the inmates he would be facing and smirked at seeing his Omnitrix still in the green. "You surprised me, Sionis. I know you had plenty of rivals in Gotham but I didn't think you'd stoop to blowing up Blackgate to take them all out."

"Not bad, kid. I came to this hole to close the books on my competitors—especially the Joker. Suffering through Arkham was worth it and I can't let you or the Bat stand in my way." Black Mask raised his hand as his men aimed their guns at him. "Any last words, kid?"

"Yeah, the greatest weakness for supervillains and criminals like you…they waste time talking." Will tossed down a smoke pellet and activated the Omnitrix as Black Mask's goons fired a hail of bullets at the smoke cloud but saw nothing except a flash of green light. Diamond shards flew out of the smoke and lodged themselves in the assault rifles where they quickly multiplied, rendering the guns useless.

"What the hell is going on?!" Black Mask shouted as he and his men saw a large walking diamond man step out of the smoke.

"Your worst nightmare." Diamondhead pulled out the two crystal protrusions from his back and morphed them into long diamond sticks which he spun around for flair before leaping into the air. Several of the inmates panicked and pushed each other away to escape the large diamond creature that nearly crushed them. While they escaped the crushing, they were now subjecting to being beaten like pinatas as Diamondhead began whacking, smacking, and smashing all the inmates and Black Mask goons with his diamond sticks. They fought back but their clubs, pipes and shivs bounced or broke off against Diamondhead's body.

Black Mask pushed his goons into the path of the monster before making a break for the door like a coward. Said goons were the latest addition to the pinata whackathon as not even getting bum rushed and leapt on by all the inmates was enough to stop Diamondhead. It didn't deter him at all and they were either thrown off or knocked around. Some got the unfortunate pleasure of knowing what a baseball felt like as they were knocked through the air by a diamond stick. After several more whacks and slams along with grunts and shouts of pain all the inmates were beaten, unconscious and going to need medical attention. He tapped the Omnitrix and turned into XLR8 who quickly sped around the generator room and tied up all the goons in a pile so they weren't going anywhere before he tapped the symbol again and turned back to normal.

He went to each of the power generators and used the Proto-box to reboot the systems before he broke open the main breaker box and pulled the main switch. The generators powered down a bit and the lights flickered before they hummed back to life and everything was back to normal. Power flow through the prison was restored along with the power to the Arkham Wing. With that taken care of, he went through the same door Black Mask did to follow and apprehend him.

He raced down the hallway until he came to another door which he went through and saw Black Mask running away so he raced after him. He activated the Omnitrix and slammed the dial down, turning into XLR8 and vanished in a blur. Black Mask blindly fired behind him with one of his Desert Eagle pistols when something whisked in front of him and he tripped on his dress shoes. He raised one pistol in the air but it was gone from his hand before he could even pull the trigger. Hearing another whoosh of air behind him he turned and fired but his other Desert Eagle was taken from his hand like before. He reached behind him and pulled his two spare pistols from his back holsters only for them to vanish as well. Seeing all else was lost, Black Mask got back to his feet and charged for the door only for something really fast to shove him and send him into a spin before he fell onto his back, disorientated and dizzy.

Another flash of green light and he saw the masked guy from before. "Ugh, you don't look so good. I'd say you're looking green but with the mask on it's kind of hard to say." Will quipped before punching Black Mask in the face, a palm strike to the neck, and then a roundhouse kick to the head.

"Who…the hell are you?" Black Mask managed to utter when he got another punch to the face/Mask that knocked him out.

"Son of a bitch!" Will recoiled in pain as he jumped up and down and nursed his hand. Probably wasn't a smart idea to punch the guy in the mask without wearing sturdier gloves. "Nighty-night, Sionis."

Will quickly zip-cuffed his hands, removed his mask and tossed it aside before tying him around a pillar tightly so he wasn't going anywhere. And with that, Black Mask was taken down. With that big bad taken care of, the generators back online, and power restored to the Arkham Wing, all that was left was rescuing the hostages along with taking down the Joker and his gang of cronies in the Administration building and his hostages. The Joker took precedent.

Despite Batman saying he had it cover, he left the Industrial Complex and headed over to the Administration building. This was the Joker so who knows what he had planned. After trekking through the empty yet trashed courtyards of Blackgate, he arrived at the Administration's building where the Clown Prince of Crime and his army of cronies were waiting inside.

He stepped through the front door and saw the words We're Sleeping spray painted on the walls with the entire place looking trashed and destroyed. He stilled himself as he saw a guard dead on the floor but as he made his way past the entrance and into the main lobby, he saw a bunch dead Blackgate guards strung upside via ropes with clown makeup on their faces. "As if dead bodies weren't freaky enough, he had to put clown makeup on them."

Will shuddered and shivered as he kept moving into the building, seeing some plastic chattering teeth that had been cut in half. And the thing that cut them in half was a batarang which he picked up off the ground. It would be a nice souvenir.

He tucked it in his pocket and opened the door into the foyer where he saw the entire place was trashed with green and purple spray painted words and phrases all over the place like you would see from a serial killer or psychopath. But considering it was the Joker it made sense. Words like HaHaHa or Who's laughing now or the Jokes on you were all over the place. Normally that would be the biggest thing but considering that half the room was on fire and looked like a bomb went off was a bigger concern. He quickly turned into Heatblast and absorbed all the fire into his hands, extinguishing everything and making him feel better.

Once the fires were put out, he turned back to normal and continued into the next room where he saw part of the ground was gone creating huge holes and craters where gas cannisters were left and spewed out a green gas. "Great, he's brought his Joker gas. Just what we need." Will activated the Omnitrix when he heard the PA system go off.

"You'll never foil my master plan, NEVER! Did that sound all right? I've been working on that. Ha-Ha-Ha!"

"You can't spell Joker without crazy." He activated the Omnitrix and turned into Stinkfly. He fired a glob of green gook from his mouth which hit the cannister and sealed it up tight. Great thing about Stinkfly's goo is that it was super stretchy but also durable like organic liquid cement. He continued with his goo barrage until all the Joker gas cannisters were sealed up tight. He then fired goo strands at the windows and ripped them open before hovering in the air over the gas and flapping his wings at a rapid pace. The flapping of his wings generated some wind which he used to push the vapor outside. Flying over the gap and making his way across, another flash of green light and he was back to normal and able to continue his trek into the building.

All Will saw as he passed through the building was more damage, more spray paint, and more unconscious inmates wearing riot gear along with scattered batarangs. He zip-tied the inmates together and made sure they couldn't get away when he heard the PA system go off again.

"Librarians in danger, Batman, check it out! Get it? Librarian? Check it out? HaHaHaHa!"

Will activated the holomap on the Proto-box and while it was still further into the building, it picked up several people in there with one moving so he figured it was Batman. He then hacked into the internal security cameras and saw the inmates with guns in the library and the prison guards as hostages. The prisoners with the guns would be a problem but then he saw one of them get yanked into the air by a cable and knew they were screwed. Another inmate was grabbed from behind and smothered until he passed out and when the others saw the body on the ground and grouped around it, a ceiling light was cut and crashed down on them. You hear tales of how good Batman is but seeing it is another thing. With the inmates taken out and the hostages safe you'd think that'd be it but this was the Joker.

"Rude, Batman, very rude! Wish I could say it's been a gas, but it hasn't…THIS is a gas!"

The ventilation system vents opened and began pouring in green Joker gas. Batman quickly grappled away and into a nearby empty ventilation vent while the rest of the room filled with gas and the inmates and hostages began to choke before laughing hysterically.

"Jesus…" Will turned the footage off and began looking over the blueprints for the building for the main ventilation system control which was on the west side of the building. It's where the gas would be and he needed to stop anything like that from happening again. He back traced to the main foyer where he took another route. Following the blueprints to the ventilation control room took him through the hallways where he saw more spray paint on the walls and crazy Joker decorations. The sensor picked up nearby heat signatures so he hugged the wall and peaked behind the corner to see 10 Joker gang dressed inmates standing guard in front of the ventilation control room.

He activated the backscatter feature on the Proto-box which allowed him to see through the walls and door of the ventilation room. Inside were four of Joker's henchmen with tanks of Joker gas connected to the ventilation system and two Blackgate workers tied up as hostages. Knowing that the hostages were dead if the inmates outside were alerted, he activated the Omnitrix and pushed the dial down.

One of the inmates saw a flash of green light from the hallway so he walked over to check it out only to see nothing. He shrugged and walked back to join the others, not knowing that there was in fact someone there but he couldn't see them. Or more accurately him as Will had transformed into Manhunter and turned invisible. After J'onn helped him train his Martian form in secret, he knew he was one of his biggest powerhouses but from what he was told about the White Martians he had to be careful on how to use him. So, he saved him for special occasions.

Staying invisible, he also turned intangible and phased through the walls to head into the ventilation control room. Inside he saw the four Joker henchmen still in their orange jumpsuits but now wearing creepy clown masks. Two of the Blackgate engineers were tied up and gagged while being held at gunpoint by one of the inmates. The other three were making sure the Joker gas cannisters were secured to the ventilation system. Using his telepathy, he sent out a psychic signal that rendered the inmates unconscious. They dropped to the ground mid-step and were out with no issue. He phased his head through the door and sent the same signal, taking out the 10 inmates standing guard with no fuss.

He phased through the door completely and reappeared back in the hall before pressing the Omnitrix and turning back to normal where he took their weapons and tied them up. Once they were taken care of, he entered the ventilation system room and walked over to free the workers.

"Don't worry. I'm here to help." Will cut them free and then quickly began securing the inmates. "The Joker's been pumping his gas through the ventilation system. Can you stop him?"

"Yes." The two workers got to work and began shutting down the systems as fast as they could and closing the ventilation systems to stop the Joker gas from being pumped through. One worker shut off the Joker gas cannisters while the other began closing the vents throughout the building so the gas would filter up to the main commercial HVAC units on the roof. The gas would dissipate outside and it would prevent the Joker from sending any more of hostages to death. "We did it. The gas is being filtered up to the roof."

"Good job." Will took out the Proto-box and activated its communicator function before isolating a nearby heavily encrypted frequency. It was probably the most heavily encrypted frequency he ever came across but after about a minute he managed to get through and he figured it was Batman. "Batman, can you hear me?"

"Who is this? How did you find this frequency?" Batman shouted. Will could tell that he was surprised and pissed that his communications frequency was broken into.

"Relax, Batman. It's the guy who's been helping you take control of the prison. I found your radio frequency and patched myself in so we can talk. I just wanted to let you know Black Mask is taken care of and I'm in the Administration building. I saved some hostages and stopped Joker from deploying anymore of his gas." Will told him. There was a moment of pause as he waited for a response and he wondered if Batman was actually going to say something. "Batman, I'm gonna get the hostages to safety and then double-back to help with the Joker."

"No, I'll handle the Joker. Just get the hostages to safety." Batman demanded and cut the audio feed after that.

"Roger that." Will replied before looking at the two workers. "Follow me."

After all the gas in the cannisters was vented up through the roof, they unhooked them and locked down the ventilation system before leaving the control room. They stepped over the unconscious inmates as Will grabbed a Glock 17 pistol off the ground. Not to use it, god forbid he was still 17. It was more of a distraction.

"So, are you working with Batman?" One of the workers asked.

"Working with but not working for. We've managed to get most of the prison under control. All that's left is the Joker and retaking the rest of the building." Will told them as he peaked behind a corner before ushering them to follow when they heard the loud speakers ping.

"Ahem. Hello everyone, good old uncle Joker here. It has come to my attention that aside from one annoying bat-dressed intruder, we have another visitor. An annoying do-gooder who has assaulted several of your brethren and has decided to get himself involved in ruining our new home, even going as far as to disturb our air conditioning which I just find extremely rude. And he is here, walking around the halls of our home yet I find it odd that the security cameras can't seem to get an image of him." The Joker announced as Will smirked underneath his mask. Joker, zero. Teenager with the alien technology, one. "So, I'm counting on you, my loyal compatriots. Find this intruder and BEAT HIM TO DEATH WITH HIS OWN LEG! Or bring him to me and I'LL DO IT MYSELF! Have fun."

"Yeesh, he really is crazy with a capital C. Come on." Will continued to lead the workers out of the building, following the path he took when he came in. When he got to the main foyer that was partially destroyed, he some of Joker's men waiting there with weapons. Some had guns while the others were armed with pipes, knives, and bats.

"Crap." One of the workers whispered as Will motioned him to keep quiet. He opened up one of the meeting rooms, checking to make sure it was empty before ushering them in.

"Stay here. Do not open this door unless it's me. I'll signify that with three consecutive knocks." He explained and they nodded, going over to the corner to stay hidden. After peaking back into the foyer to see Joker's men were still there, he quickly formulated plan. Tossing the pistol away because he wasn't going to need it, he activated the Omnitrix and turned into Buzzshock.

"This is gonna be fun." Buzzshock let out a mischievous cackle before turning into a stream of green electricity and zipping into a nearby electrical socket.

12 of the Joker gang inmates were waiting in the foyer for any sign of the intruder and the hostages with him. Joker's order over the intercom system was very specific and they figured that the easiest escape would be through the front. The all sat around, talking about what they would do when they escaped Blackgate and made it back into the city, unaware of the green spark of electricity that raced up a power line to the lights in the ceiling. Said spark of electricity quickly overloaded the voltage in the ceiling lights, causing the bulbs to shatter.

"What the?"

The inmates saw the ceiling lights blow out and then the backup emergency lights kick in. The gang members with guns held them up at the ready while the others kept a watchful eye out for anything, most likely the Batman. One of the inmates took a few steps forward to see if he could find anything only for one of the ceiling lights to break loose and conk him on the head like in a cartoon. That took him out of commission and caused him to drop his assault rifle.

One of his friends walked over to help him, missing a giggling Megawatt perched up on the ceiling that then fired a small bolt of electricity at the rifle, causing the bullets in the magazine to explode. The other inmates ducked, covered their heads or dived to the ground to avoid the barrage of bullets that bounced all over the place. One inmate fell on his back as a bullet ricocheted off the wall and hit his foot.

Another bolt of electricity hit a fire extinguisher that was on the wall, causing it to explode in a thick cloud of smoke that made it nearly impossible to see. The spark of green electricity zipped into the smoke before a flash of green could be seen. After that, all that was heard were shouts of pain and screams of agony. Two inmates were hurled out of the smoke and crashed into a pillar while another was tossed up into the ceiling like a ragdoll. Another flash of green light was seen before the fire extinguisher smoke dissipated and Will stood there among the unconscious and beaten Joker gang.

"How does Joker get people to work for him? I mean, he's as likely to shoot you as he is to throw you into a room with his own Joker gas. It boggles the mind." He said to himself as he tied up the inmates. Their guns were emptied and he stomped on the barrels or bent them so they couldn't be fired before piling their pipes, shives, and other assorted melee weapons into a corner and then he secured their hands and feet.

Deciding to speed things up, Will reactivated the Omnitrix and turned into XLR8 where he super sped over to the two guards and then super sped them out of the prison and over to the police barricade where they appeared in the blink of an eye before Sergeant Harvey Bullock and some uniformed officers. "What the hell?"

XLR8 returned to the prison when he heard the sound of gunshot coming from the roof so he went up there to see what was going on. What was going on was Batman having an encounter with an old adversary. Batman stepped out from a door into a prison yard as he continued to make his way to find the Joker when he noticed a laser sight. Then two bullets hit him but they didn't hit his body. Instead, they pierced through his cape.

"Y'know, Bats. I've always known you use your cape to disguise exactly where your body is. But I think this is the first time I've actually seen how it works! Nice!"

That voice belongs to the famed assassin for hire, Floyd Lawton AKA Deadshot. The world's greatest Marksman. He was wearing heavy duty Kevlar body armor with his black and red jacket over. He had a belt that held extra ammo and a spare pistol and on his wrists were his twin machine gun pistols. He had a mask on to hide his identity and to top it off was his signature eye scope over his right eye. The faint red glow from the scope was often the last thing that many people often saw. He was good but Batman always seemed to be able to best him.

"What angle are you working here? Which of the three kingpins hired you?" Batman asked.

"All of them. Not that they know that. Triple pay for a single job. I told each one I'd be their man, protecting them from cops or whatever else tried to storm the prison." Deadshot aimed his twin machine pistols at Batman with the laser sights set on his forehead. "And bad news for you, Bats, you definitely qualify as whatever else!"

Before Deadshot could fire a bullet at the Bat, he heard something closing in and fired a barrage of bullets to his left at whatever was coming at him. Thinking it was a batarang, he saw that his bullets had hit some kind of green diamond. And the bullets didn't destroy it, just knocked it off course so it clattered on the roof next to him. Seeing Deadshot distracted, Batman quickly ran and dove behind some cover.

Deadshot turned his focus back on Batman and unslung his sniper rifle, firing a bullet at a nearby spotlight to get rid of the glare in his eye before firing another at Batman that barely missed as he used his grappling gun to swing across the courtyard. Deadshot reloaded and took aim at the Batman behind cover, waiting for him to peak his head out or dive and then he'd be dead. That's when he heard some feet shuffling behind so he turned and fired, shooting an HVAC unit before reloading.

"Who's out there?!" Deadshot slung his sniper rifle and aimed his twin machine guns at the rooftop because he knew someone was there. A small pellet was thrown into the air which exploded in a bright flash of light and loud ringing, causing Deadshot to momentarily shield his eyes and take his focus off his target when he heard a thump to his left by the vents so he fired a few bullets. "You picked the wrong person to screw with tonight."

Deadshot took a few steps towards the vent, thinking someone was there but in actuality there wasn't. There was someone up on the roof with him but they were still hiding behind the large HVAC unit. The thump Deadshot heard was rock thrown by Will. When he heard the gunshot and saw it was Deadshot he quickly drew his attention away from Batman.

Will took out his Proto-box and contacted Batman. "Batman, I've got Deadshot distracted. Take him out." He whispered.

Batman then grappled up into the air and unfurled his cape to make himself large as he glided down and kicked Deadshot in the face, knocking him to the ground before finishing him off with a powerful punch to the nose. Batman ripped off his wrist mounted machine pistols and his sniper rifle before restraining him when he saw Will step out from cover.

"And that takes care of the world's greatest marksman. Nicely done." Will praised as Batman broke Deadshot's sniper rifle in half and tossed it away.

"I thought I told you to get the hostages to safety." Batman told him.

"You did and I did. They're with the police right now but I came back because the job's not done." Will replied. "We've still got the Joker and his gang to deal with before we can get the hostages out of the Arkham Wing and let the police take back control. You're welcome, by the way, for the help with Deadshot."

Batman didn't give him a response as he tied up Deadshot and made sure he couldn't escape. As he did that, he looked at Will and after hearing what he has done and the circumstances this kid just happens to keep popping up he was starting to understand this wasn't any kind of regular agent. He held himself up with a fair amount of maturity but not like a soldier or agent at all, more like a civilian. His fighting style was unrefined yet showed signs of some training so he wasn't coming at this without anything under his belt. Having arrived at the prison for Catwoman easily answered he was part of the DEO but the biggest question mark was the watch on his wrist with the green diamond symbol on it. The same symbol he saw when he transformed into the fishman and then the four-armed alien.

Will noticed he was looking at the Omnitrix and moved his shirt a little cover it up more. "Stare all you want, Batman but I doubt you'll be able to figure out what this thing can do and where it came from."

"Considering your DEO, most likely it came from space and as to what it can do, it allows you to transform into different kind of aliens. The aquatic one that allowed you to enter Blackgate by swimming across Gotham Bay, the four-armed one with super strength, and I imagine one with super speed." Batman stated. "Never thought a government agency would allow a child to have such a powerful weapon unless you're not from Earth like Superman."

"Wow, you really are the world's greatest detective." Will remarked. "And I'm human. Born and raised on Earth. And the DEO doesn't really allow me to wear this thing, it's more of a happy accident type situation."

"Still, find it a little irresponsible for the DEO to hire a child." Batman said as he finished tying up Deadshot.

"You partnered up with Robin the Boy Wonder who eventually became Nightwing. He had to have been younger than I am when he first started, not to mention the other Robin that's working for you now. And what about Batgirl?" He pointed out. Batman didn't respond but he figured he made the point. "So, with Deadshot taken care of, let's take down the Joker and save the Warden before getting the other hostages out of the Arkham Wing."

Batman walked over and ripped off a ventilation cover before dropping down with Will following. The two dropped down in the old attics of the Administration building that likely hadn't been renovated in years except for the security door which Batman was quickly unlocking.

"Is that nice? Do I come to your guano-filled wherever-you-live and pick a fight with you?! And why isn't that other intruder dead yet?!" The Joker shouted over the intercom system.

"Wow, he really is crazy." Will commented as Batman continued leading them down the attic and through the top of the building where most of the offices were located until they came to the main office. Batman hugged the wall and motioned him to do the same which he did as they piled up at both sides of the door. Batman then quietly opened up the floor grate and used that to sneak into the office where he quickly and quietly took out the gunmen watching the Warden.

Will entered the room but instead of seeing the warden, all they saw was just the one gunman and another door. Will took out the Proto-box and activated the scanner and holographic map so he could see the Warden was tied up in the next room with explosive triggers set up around him. He showed Batman who nodded.

"Warden, can you hear me?" Batman asked.

"Took you long enough."

"I was catching up with an old friend. Tell me what you know so far." Batman told him.

"Got to hand it to that clown. The wiring for the explosives is pretty sophisticated. Joker used some of the security junction boxes as controllers. Cut one wire and say goodbye to the whole thing." The Warden told him.

Batman activated the detective vision in his cowl and was able to see the bombs and wires that connected them to the junction boxes. Seeing as how he couldn't deal with the wires personally as they went all over the place, it would be smarted to short-circuit the controllers instead. Will saw the same thing Batman was seeing via the Proto-box and it said the same thing. Shorting out the controllers was best way to disarm the bombs.

"If I can't deal with the wires directly to disable the explosives, I'll have to short out the controllers." Batman stated.

"I'll handle that, Batman." Will activated the Omnitrix and pressed the dial down, creating a blinding flash of green light that made Batman shield his eyes. When he opened his eyes again, Will was gone. Unbeknownst to the Batman, Will had turned into Buzzshock and was zipping through the bomb wires to each corresponding control box where they were short-circuited one after another.

Batman entered the Warden's office and saw the bombs being disarmed one by one. "Warden, are you hurt?"

"No. Just angry this is happening in my prison. How did you disable the bombs if you're right here?" The Warden asked.

"I have some help." Batman told him and the last bomb was disarmed, allowing him to free the Warden from his captivity. "How did the Joker manage to get you?"

"There's a panic hatch in my office behind the book shelf. It leads down to the sewers beneath Blackgate. The prison board had me put it in just in case a riot got out of hand." Warden Jones replied.

"So why didn't you take it when things went crazy?" They heard as Will walked into the office.

"Who are you?" Warden Jones asked.

"The guy who's been helping Batman take back control of Blackgate. I'm the one who disabled the bombs. Glad you're all right, Warden." Will told him.

"Thanks. And I wasn't going to leave my staff but the Joker must have found out about the escape hatch somehow. He came up through it and caught me. Then paraded me around through here like he owns the place." Warden Jones told them.

"Then it's time we put him back in a cell. I have a way to get us in there without having to head back to the sewer system. Don't worry, Batman. I can get us in." Will assured him.

"Fine. Warden, you better head to safety." Batman told him.

"Not likely. I'm not about to run and hide when my people need me. Black Mask can do all he wants to me but I'm not leaving them behind." Warden Jones told them as he got up and left to go help them, picking up one of the inmates guns and loading it.

"Understood." Batman replied as Will led him over to the Warden's office. It took some time to traverse through the rest of the building but they eventually came down the corridor of the Warden's office. The Proto-box picked up over a dozen of Joker's men outside standing guard and the Joker inside the Warden's large office with several cans of Joker gas. "We can't approach from the front. The Joker will set off the gas the moment he knows we're here."

Will changed the display of the Proto-box to bring up structural blueprints and there was one weak point to the office from the room above it. "Think you can get in through the roof? That will allow you to surprise him and take him out quickly while I take care of his henchmen."

"Think you can handle that many?" Batman asked.

"I'll be fine. I'll take a page out of your book and turn the lights off. Just get the Joker." Will told him only to see he was already gone. "Really crazy how he can do that."

Will used the Proto-box to access the building's electrical system and quickly shut the lights off in the corridor. The second they were shut off, he activated the Omnitrix and let's just say those hooligans never stood a chance. Batman had made his way up to the room above the warden's office and used a triple coating of explosive gel right above where the Joker was sitting at the Warden's desk. He timed it just right and all that the Joker heard was a loud boom before lights out.

Batman disarmed the Joker and tied him up securely before taking Blackgate Crypto Sequencer's codes. He then used the Warden's computer and shut down the Joker gas release that the Joker had planned. After doing that he checked an overview of the Prison's systems to make sure everything was ok. The cell blocks were still locked down and the Industrial Complex showed restored power to all parts of the prison but the weird part came up with the Arkham Wing. It turns out the Arkham Wing had a separate isolated generator so they never lost power and the ventilation systems show that oxygen readings are normal which mean that the hostages weren't in danger. Something wasn't adding up.

Batman exited the office and saw Will finish tying up the last of Joker's henchmen and piling up their guns in the corner. "The Joker taken care of?" He asked.

"He's incapacitated and I have the access card for the Arkham Wing." Batman told him.

"Then why do you look so concerned?" Will wondered.

"Turns out the Arkham Wing has a separate isolated power generator so they never lost power and oxygen readings down there are normal."

"How come the separate power generator never showed up on the blueprints?" Will asked, taking out the Proto-box and there wasn't any indicator of a generator down there.

"Prison officials kept it off the book for circumstances like this. The Arkham Wing was isolated and secure this entire time. Something doesn't feel right." Batman stated.

"Then let's head down there and see for ourselves." Will declared as they quickly made their way back to the cell blocks. With that entire area of the prison secure thanks to XLR8, it was a cake walk. All that it required was passing by some very angry prisoners who cursed them out. When they finally arrived at the Arkham Wing secured door, Batman used the access card which unlocked the extremely complex and sophisticated digital and physical security system. Dozens of digital locks along with huge physical ones made sure this area was secure. "You're right. Something is definitely off."

They walked into the Arkham Wing and it was abandoned, no sign of anyone around. The first two rooms they walked through seemed to be old common areas you'd see in prisons but likely haven't been used in years. The last room they entered was less a room and more like an entirely new prison that was cutting edge. Hundreds of secured cells with no occupants but what drew their attention was the huge bank vault like security door that seemed to be the entrance for a secure area.

"I got this." Will took out the Proto-box and held it to the control panel, quickly bypassing the system and decoding the locks. Within a few seconds, he had access and knew what the door was for. "Uh, Batman. I think I know why place is so secure."

Will pulled the door open so the Dark Knight could see that there were no hostages inside being held captive. All that was inside of the vault/prison cell was Bane, hooked up to a special containment unit that kept him sedated and Venom free so he wasn't the large hulking monster but a frail human.

"Bane." Batman was not expecting to see him here.

"I checked the control panel. They built this cell and retrofitted this entire area for cases like him. They must have brought him over here like Joker, Black Mask and Penguin while Arkham is being renovated and kept it quiet so no one would know." Will told him.

"Call me shocked that you figured it out. Thanks for getting me into his cell. I probably could've done it myself, but why take the chances, am I right?" They heard behind them and in walked Catwoman.

"There never were any hostages. This was all about Bane from the very start." Batman figured it out.

"All the way back to you catching me on that rooftop. Sorry. Originally, the plan was for you to capture me so I could get into Blackgate and free him. A lot easier to break him out of Blackgate rather than Arkham. But then you and the agent showed up here, so changes had to be made." Catwoman remarked.

"You knew we'd do everything we could to free the hostages leaving you to wait until it was time." Will added.

"Why would you want Bane freed?" Batman asked, knowing this wasn't Selina's style.

"Believe me, I'd rather not go anywhere near that monster. I'm not suicidal. I just took the gig to pay off a debt." Catwoman assured him.

"To who?"

"Can't answer that, handsome. Employer confidentiality. Far as I'm concerned, I just have a package I'm supposed to pick up and deliver." She told him.

"Selina, if whoever wants Bane powers him up again, do you know what will happen? How many people might be hurt or killed?" Batman asked.

"I'm sorry, Batman. I don't think about questions like that. And this job was too important. Right now, I need to take Bane out of here." She stated.

"You'll have to go through me." Batman warned her.

"Mmm…much as I'd like to and reminisce about old times, the truth is, you're going to just let me tippy-toe out of here with my skinny friend." Catwoman told him.

"Really?" Will asked.

"Really, youngster. Turns out the Joker has a habit of leaving his toys about. I left a few of his presents all around the prison for you two to find. The bombs have timers on them so I suggest you start moving." Catwoman stated.

"Unlucky for you, Catwoman. I can do that." A bright flash of green light made Batman and Catwoman cover their eyes before a speeding blur pushed past them in a whoosh of wind. Batman then engaged Catwoman in a hand-to-hand fight to keep her away from Bane.

XLR8 raced around the entire prison in a speeding blue blur and managed to find the bombs that Catwoman had planted. Once they were gathered, he turned back to human and used the Proto-box to disarm them with plenty of time to spare. After double-checking to make sure that there were no more bombs, he headed back to the cell blocks when he saw Batman dragging Catwoman out in the main courtyard in handcuffs.

"Bombs are taken care of." Will told Batman and he nodded in thanks.

"You know, youngster. You threw a real hamper in my plans today." Catwoman remarked.

"Yeah, well consider me disappointed. When I came to Gotham, I honestly thought that meeting the famous Catwoman would be more fulfilling and not stomach turning." Will quipped as Batman grabbed Selina and pulled her close.

"Who were you working for? Who wanted Bane?!" Batman wanted to know what was going on.

"I already told you, I don't know. I was hired anonymously and received my orders the same way." Catwoman replied.

"And you just went along with that? Not very smart." Will told her.

"Let's just say that I was made an offer I couldn't refuse. What if I made you an offer you couldn't refuse?" Catwoman offered with a flirtatious wink and show some cleavage when spotlights shined down on them. The heard the click of assault rifles and the rotors of a helicopter.

"Federal authorities! Step away from him, Catwoman!" They heard and in walked over a dozen men in military gear with one person in command. No clear signs of insignia or marking but they weren't FBI, that's for sure. "I said step away. I won't say it again."

"Identification, now." Batman ordered.

"Captain Rick Flag, Batman."

Batman caught an ID card that read Federal OPS Captain Richard Flag. "Never heard of you."

"Believe it or not, Batman, there are federal operations you know nothing about. Because it's better that way. We're security the facility. Thank you for your assistance. We'll return her to custody." Captain Flag told him as two of his agents walked over to secure Catwoman when Will stepped in front to stop them. "I'd advise moving out of the way unless you want to be charged with interfering in a Federal matter."

"Sure, so long as you and your boss are ok with standing before a Federal Grand Jury for trespassing, hacking, and breaking into a Federal DEO building. I imagine a headline like that would be bad for the boys in Washington. ARGUS already has a less than stellar reputation, Captain Flag." Will stated.

"I don't know what you're talking about and I'm not going to warn you again." Captain Flag stated only for Will to hold up the Proto-box.

"My Proto-box finished cracking the encryption on the phone you gave Catwoman an hour ago. It was bounced of millions of servers and satellites before finishing at an ARGUS facility and it has the same signal encryption as the phones and radios you have on your person." He pressed another button which caused all of the ARGUS phones and radios nearby to go off, including Flag's. "So, the charges are now breaking and entering into a federal DEO building, stealing classified files and aiding and abetting an attempted kidnapping of a dangerous criminal. Not looking good for you, Captain Flag. Catwoman's in DEO custody, now. And unless you want to let this get worse for you and your boss, I'd walk away now before this gets sent to Washington. My director already knows and he's not exactly happy about this. In fact, he called your boss along with the Secretary of Homeland Security and Attorney General. Something about ARGUS overstepping their bounds and engaging in less than legal activities. Not a real good look for everyone."

On that cue, another helicopter hovered over Blackgate before several black clad DEO Agents in heavy gear with assault rifles roped down and backed him up. "Oh, how about that for irony." Catwoman remarked.

"You're move, Captain Flag. Make sure it's a smart one." Will warned him.

Rich grit his teeth in frustration when something came over the radio. "All right. Saddle up, men. We're leaving." Flag told them all as they lowered their guns and walked over to the helicopter. "This isn't over. You'll be seeing us again."

"I'm counting on it." Will promised him as Flag got on the helicopter which quickly took off and left the prison area while the DEO helicopter took its place.

"Not bad, youngster although I'm not sure if I should thank you or wish you luck. You pissed off some very powerful people." Catwoman warned him as two DEO agents took her away. "I'd watch your back if I were you."

"It's starting to become a force of habit." Will remarked. Catwoman was led onto the DEO chopper and secured for transport. He turned around and saw that Batman was gone. Guess he didn't want to stick around when the DEO showed up. "Take care, Batman."

He got on the chopper which soon took off as the Gotham PD took control of Blackgate. In the ARGUS chopper, Rick Flag was on the phone with Director Amanda Waller of ARGUS. Suffice to say that the situation did not go as planned. "Captain Flag, report back to base and put Turner and Lawton in the darkest cells we have. Zero footprint."

Flag looked over at Bronze Tiger and Deadshot tied up and secured in the chopper. They secretly took them before showing up to get Catwoman which failed miserably. "Roger that, Ma'am. What did the Secretary say?"

"He wasn't happy. We're on thin ice at the moment but he wants this kept quiet as much as we do. I don't know how the DEO managed to crack our encryption but I want to know everything they know." Waller told him.

"Any luck with our technicians identifying the masked agent helping Batman?" Flag asked.

"Negative. Wherever he went in the prison the cameras went down. Whoever he is, he's good and I want to know who he is. He cost me Bane and a lot of trouble with Washington. I'll make sure its costs him as well. Keep working as normal, Captain Flag. Task Force X is still a go." Waller told him. Unfortunately, both Waller and Flag were unaware that attached to the helicopter was a bat-shaped listening and tracking device. On the other end of the helicopter was another listening device, smaller and way more advance.

National City, California

With the GCPD taking control of Blackgate once again, the DEO were no longer needed in Gotham. They returned back to the desert base outside National City and Catwoman would remain there for further questioning. After that, Director Henshaw would decide what to do with her either being sent back to Gotham or to a supermax prison instead. It depended on how much Catwoman cooperated with their questions.

Will took off the skull mask balaclava and spit out some thread before taking a deep breath. The mask did a good job of keeping his identity a secret but it was hard to breathe. "How do secret agents breathe in these things?" He asked himself as he walked into the base. As he walked down the hall, many agents looked at him more so than normal and when he arrived at the main area there was a small round of applause for him.

He was caught off guard by what happened and wasn't sure why there was applause when he saw his dad walk over. "Hey, dad? Is this some kind of new agent hazing ritual thing?

"No, it's a sign of respect. You went into a prison of lunatics and killers, which by the way you're grounded for doing, and not only solved what happened but the DEO is getting praise from Washington and increased funding." Max told him. "What you did was brave?"

"Well, runs in the family." Will replied when he saw Director Henshaw standing over by the main monitors. "Time to face the music."

The other agents saw Director Henshaw and got back to work as Will walked over and stood at attention. "Do you know who I just got off the phone with?"

"No, sir." Will replied.

"Attorney General and the Secretary of Defense. They're currently praising the fast acting efficiency of the DEO and our agents in exposing an ARGUS corruption and preventing the escape of a dangerous fugitive. They've doubled our funding for solving this incident quickly and cleanly." Director Henshaw told him. What that really meant without the government double-speak: Thank you for doing your jobs, here's some money to keep quiet and don't bring it up again. "It would seem that your hunch was right, Mr. Detmer."

"Just a gut feeling, sir. And I'm glad things worked out for us. They could have gone very bad if Bane was allowed to leave in ARGUS custody." Will replied. "Is Washington taking any action against ARGUS for what happened?"

"A few agents and technicians who ran this operation were all put on administrative leave." Henshaw informed him.

"In other words, fired suddenly and warned to keep their mouths shut about this to prevent dredging up water. Unfortunately, sir. It's not over." Will handed him the Proto-box and played the recording his bug got from the ARGUS helicopter. Henshaw listened and wasn't happy to hear that ARGUS got Bronze Tiger and Deadshot but what concerned him was Director Waller and this Taskforce she mentioned.

"Task Force X?" Henshaw questioned.

"I looked into their files. Task Force X is a secret black ops group that Director Waller is trying to get running for ARGUS. There wasn't a lot there but the gist is that she wants a team of trained killers and mercenaries, mostly enhanced or meta-human and put them to work for ARGUS in exchange for work release. Most likely that's why she wanted Bane. As a possible recruit." Will explained. "She's brought up this position for a Taskforce for years but never got any traction until she was made Director."

"Waller was always one who thought the ends justified the means but even for her this is gutsy." Henshaw commented. "She wants you."

"I know sir but I covered my tracks. The Proto-box covered my footprint the entire time I was there. Unless you saw me in person, I was a ghost and even then, they never saw my face or any distinguishing features. And the DEO files regarding aliens are a hundred times more encrypted than ones she managed to get in Gotham." Will said. "She can try but she's not getting them."

"Well done, Mr. Detmer. Get some rest." Henshaw told him before leaving. Will just sat down in a chair and took a deep breath as he felt the aches and pain set in. He had been through a lot.

Gotham: Two weeks later

The shine of the spotlight lit up part of the Gotham night sky which wasn't an abnormal sight in this city. A few clouds moved into the path of the spotlight to reveal a large Bat symbol. Standing near the spotlight on top of the GCPD building was Will, wearing his regular clothes and the same skull balaclava as before. He wasn't on mission so no need for mission gear but he made sure not to wear anything with a distinctive marking like a school or city logo. He had a file tucked underneath his armpit as he waited for about twenty minutes when he heard the flutter of a cape and saw Batman glide onto the rooftop.

"Glad you came." Will turned the bat-signal off. "Sorry for the signal thing but I figured it would be the best way to get your attention."

"What do you need?" Batman asked as Will held out the file.

"Just wanted to give you a heads up on ARGUS." Will told him. Batman took the file and looked over the information on Director Amanda Waller and her Task Force X initiative. "Washington might be looking at Director Waller under a microscope but that doesn't mean she's done. Catwoman breaking in to Blackgate was all about her Task Force. She's recruiting. She already has Bronze Tiger and Deadshot. Her agents picked them up while we were in a standoff."

"This is why she had Catwoman break into the DEO." Batman looked over the information.

"The DEO has all the information on meta-human and enhanced individuals per its purview. Waller's been trying to change that ever since she's been made Director but it hasn't gone anywhere. Guess she decided not to follow the lines of bureaucracy anymore. The data Catwoman transferred had the info on most of the well-known meta-humans out there but it's not a lot. And she never was able to touch anything regarding aliens." Will explained. "We're beefing up security on our digital network and there's no way she can get the aliens she wants but some of the names on the list she wants are at Arkham or Blackgate."

"She'll likely try something again to get them." Batman stated and Will nodded, taking out a small flash drive and handing it to him.

"It's a copy of ARGUS's encryption frequencies. If ARGUS tries anything again in Gotham you'll know." Will told him.

"You could get into a lot of trouble for doing this." Batman pointed out.

"Only if they figure it out and considering you were present for the whole truth reveal in Blackgate, my director made an exigent circumstance. Something tells me we'll be seeing Waller and ARGUS again. I'd keep a close eye on Arkham just to be safe." Will warned him and Batman nodded. "And don't worry about Catwoman. Director Henshaw is having her transferred to Iron Heights Prison. Leniency for cooperating and we don't exactly keep humans prisoner. Watch your back out there, Batman."

"You, too." Batman walked over to the edge of the roof. "And just so you know, get a better disguise Mr. Detmer."

Batman fired his grapple gun and zipped away as Will rushed over to the edge of the roof and saw him glide through the city. "Cool."

Line Break xxxxx

March 2008: National City, California

After the whole Gotham City investigation stopping ARGUS from taking Bane, the DEO were keeping a closer eye on Director Waller. Granted, to the public a few agents who helped with the whole situation were fired with the higher ups in Washington just wanting everything kept quiet. The drama and headache it would cause couldn't be understated so they put a neat bow on it and let it be done with. Thankfully, Will's Grey Matter upgrades made keeping an eye on ARGUS a lot easier and there was no way ARGUS could know it was them. ARGUS was keeping eyes on Killer Frost, King Shark, and other potential recruits for their Task Force X so the DEO was keeping an eye on ARGUS.

Inside the main base in National City, Will was sitting at an empty desk doing some actual work. That work? SAT prep for his test coming up next week. He's done pretty well on his practice tests but practice makes perfect and between all his training and missions, he needed to get some studying in when he could. He had noise cancelling headphones to block out the chatter of the DEO agents as he continued his work when he felt a tap on his shoulder and saw it was his dad with a water bottle.

"Thanks, dad." Will took off his headphones and took a swig before getting back to work.

"How's it going?" Max wondered.

"Uh, not bad. I've been scoring around the 1900s for my practice tests." He replied.

"Wow, that's good. Keep that up with your 3.6 GPA and you're a shoe in for National City University. But you can go to Stanford or a better school if you want." Max pointed out. "Harvard's a good choice and MIT would be smart if you really want to start using Grey Matter for other uses."

"True but heading to an Ivy League is enough pressure as it is and would take time from me at the DEO. Besides, I'd have to work extra hard to keep a low profile with the Omnitrix." Will pointed out. "I can worry about that next year."

"Fair enough. How about you take a break? You up for a training session?" Max asked.

"Actually, I was thinking we could start work on a new project of mine." Will took out a flash drive and plugged it into a nearby computer to bring up a file marked Exo-suit.

"Exo-suit? Is this the suit thing you were working on when we had to go deal with the Megawatts?" Max asked.

"Yup. After Blackgate, I realized how right I was about making something to protect me when I'm out in the field and I can't use the Omnitrix. Plus, something better to keep my identity a secret. Batman managed to figure out who I was so when I wasn't busy at school, doing homework or training I spent some time refining my design with some help from some of the engineers here." Will opened it up to reveal a digitally rendered image of what his Exo-suit would look like. A form-fitting full body suit with black/blue armored platting on the chest, shoulders, arms, hands, and legs. A belt was around the waist with various pouches and the buckle had the Omnitrix symbol. There was some silver and green dark layers and lines to the armor all over his body for character and his head was covered with a full visor over the eyes and skull-like teeth over the lower-half of the face like the skull balaclava he wore at Blackgate. There also seemed to be a cowl hat/hoodie like you'd see from the Assassin's creed franchise.

"Not a bad design but why the skull face on the head?" Max wondered.

"As an honor to what I wore at Blackgate. I need to be unrecognizable and I just thought it fit. Plus, I thought it looked cool." Will remarked.

"Ok, it looks cool but what can it do?" Max sat down next to him.

"What can't it do? In-built personal communicator and advanced HUD system with various vision and spectrographic settings that can run faster than a super computer. Built-in rebreather and oxygen system with failsafe system locks and electrical discharges to keep me safe in the suit should something happen. Various offensive and defensive weapons ranging from darts and discs that can be charged to explode, stun, freeze, electrocute or anything else I want. Bolo and grappling cables, rocket boots enabling thrust, a retractable shield and sword with in-built servo-motors and synaptic control providing neuro-muscular amplification that enhance strength, agility, endurance, and other natural abilities by at least tenfold. And significant resistance to water, electricity, heat, radiation, and explosives." Will explained.

"Wow, seems like the suit can do anything. And how exactly can it do any of that?" Max asked, believing that the suit idea was great but making something that advanced and powerful would take a lot of money and time.

"Easy. Grey Matter already drew up the designs and laid out easy to follow instructions. XLR8 can assemble it in minutes and I'll infuse it with some of Upgrades nanites so it can reshape and resize itself to fit." Will planned out and it made sense. Grey Matter could work out the plans for this with no issue, XLR8 was fast enough and taking a part of Upgrade's nanites to finish everything was smart. "All I need is some raw material like Promethium and Nth metal."

"Nth metal as in the Thanagarian ore we keep under lock and key ever since Hawkwoman showed up a year ago? I don't know if Director Henshaw is gonna want you to use that." Max told him.

"Well, I wouldn't need all of it. Just a small sample and then Grey Matter could work something out to make it work. If not, then I'll just use Diamondhead's crystals. It's tougher than most stuff on the planet." Will planned. "Think I can get my hands on Depleted Promethium? That alone will make the suit pretty much invulnerable."

"We might have some here but you'll have to check. You really think this suit of yours will work?" Max asked.

"I think so." Will replied.

"Ok. Let's see if we can start building it." Max told him.

April 2008

After nearly three weeks of planning, resource gathering and adjusting, Will and Max managed to get everything they needed for the Exo-suit. Oh, and Will took his SAT's and managed to score a 1950 out of 2400 so yeah for him. Will did manage to find some Nth metal ore during a mission and after refining it he had enough for the suit. The Promethium metal was easier to get and once he had both, it was time to build the suit. Will, Max, and a few of the DEO engineers were at the DEO desert base in the armory lab, standing before a large table with all the various components of the suit laid out. Time to put it together.

"Are you sure this will work?" One of the engineers asked.

"Pretty sure." Will began putting the various components into a large Galvan fabricator that Grey Matter managed to make using components on earth. Galvan's really were super smart. All Will had to do was put in the components of the suit one part at a time and the fabricator would infuse it with portions of the nanites they extracted when he went Upgrade. When the components were infused with the nanites, it would build the suit one by one while giving it the ability to compress, shrink, and come together like Upgrade is able to do with machines or anything he interfaces. If it worked then he'd have a new suit. If it didn't…he wasted three weeks.

It was a slow process and honestly many of the engineers weren't sure what they were seeing. Literally, a large 12ft rectangular table filled with complex parts, components, and material went into a fabricator the size of a printer where they were simultaneously combined with advanced Galvanic Mechamorph nanites and then shrunk down to form a suit.

"This is incredible." Max knelt down and saw the fabricator doing what he thought was impossible. "I'm not sure whether to call this science or magic at this point."

"Ah, Arthur C. Clarke's third law: any sufficiently advanced technology is indistinguishable from magic. Wasn't that long ago that mankind thought steam engines and gunpowder were cutting edge and before that it was fire. Earth is pretty much a baby in terms of technology to the rest of the universe. We barely qualify for a level-4 class rating." Will told him.

"Level-4 what?" One of the engineers asked.

"The Omnitrix managed to explain technology levels that are known throughout the entire universe. It's essentially how you can rank a device or a planet based on its advancements. They go from one to twenty with one being the lowest. For example, Galvan Prime and the Omnitrix easily classify as a level 20 as they are among the most advance species in the universe. Earth can maybe qualify as a level 3 or level 4 with varying circumstances." Will explained.

"How advance is that?" Another engineer asked.

"If it were to put into another analogy…hmm…think of them as similar to the division rankings in college sports. Top tier and the best of the best are Division one teams. Earth is a easily a low-level division three team." He explained. "Let me put it this way, the most advance science on the planet right now is the Nuclear fusion research being done by Lex Corp and whatever is going on at Wayne Enterprises. They're among the best of the best on this planet with everything from energy research to biomedical technology. That took them years if not decades of research and billions in capital. It barely skims the ranking for a class-4 planet."

"Wow, Earth has some serious catching up to do." Max remarked as Will placed the last components of the suit into the fabricator. He pressed a few buttons which finished the assembly process and a microwave like ding was heard, signifying it was done. "A ding?"

"Grey Matter might have taken apart the microwave for a circuit board." Will opened up the fabricator and pulled out a belt with a Omnitrix-symbol belt buckle.

"That's it? I thought it was supposed to be a huge suit?" An engineer asked.

"It is. I had Grey Matter make some modifications to make it a little more portable." Will wrapped it around his waist and made sure it was comfortable. "Let's test this baby out."

"Wait!" Max grabbed Will's hand before he could use the suit. "Let's take this to a training room in case something happens."

"Fair point."

Will, Max, the engineers, a few DEO agents, and Director Henshaw entered a large training room to see if the Exo-suit would actually work. Will was giddy with excitement which everyone else could see.

"Ok, Mr. Detmer. Let's see if your little project wasn't just a waste of DEO time and resources." Director Henshaw told him.

"Thanks for the vote of confidence." Will remarked. "Here goes nothing."

He tapped the Omnitrix symbol on the belt twice, once to activate the suit and the second to have the suit form around him. Millions if not billions of small nanotech/nanite particles began to bleed out of the buckle all over his body and within seconds they formed solid and tangible components of the suit. It was similar to how Upgrade interfaced and enhanced technology. The nanites encased his entire body from head to toe within a matter of seconds and solidified once the assembly was complete. Heavy duty combat boots with armored plating all over the legs, stomach, chest, back, shoulders, and arms with the suit fitting around the Omnitrix so he could still access it. Underneath the armor was a thin cloth-like nanomaterial that covered his whole body and provided additional protection and comfort. A belt with the Omnitrix symbol and small pouches for other gear appeared with the skull mask fit on his head along with the hood. (1)

"Whoa…" Max was in amazement along with Director Henshaw and the other DEO agents.

"It actually worked?" Agent Donavan couldn't believe it.

Will blinked his eyes a bit to adjust to the sudden HUD display but just as Grey Matter designed, the HUD was intuitive, state of the art and able to pick up his Neuro-signals and thought patterns so he could control it via mental command. He looked at the armor that covered his hands and arms and it felt like clothing without any extraneous weight. If he were to get a microscopic view of the armor and cloth-like layer underneath then he would see miniscule nanites that were programmed to keep their shape. He thought it and the hood and mask on his head came down so everyone could see him. He then thought up another command and a circular shield appeared on his right wrist and easily disappeared after.

"I knew it would work." Will stated as he walked around a bit.

"How's it feel?" Max asked.

"Like your favorite sweats. And fits like a glove." Will smiled at his dad. "Don't worry, Director Henshaw. Grey Matter thought up some similar designs for the rest of the DEO."

"Before I can even entertain that idea, I need to see if your prototype suit can actually do what you can it can in the field." Henshaw told him.

"Training?" Will smiled as the hood and skull mask reformed on his head. "Let's do it then."

"Activate training simulation variable Alpha-Seven-One." Henshaw ordered and the training room began to shift a bit. Henshaw and the others took a few steps back as five cardboard cut-outs on podiums rose up from the ground all over the room. "Take out these five targets."

His HUD began scanning the environment and the five cardboard cut-outs that appeared before offering up several offensive weapons. He immediately thought up of something and his opened his right hand where nanites pooled together to actually make it. It was a disc about the size of his palm but he pressed the center and four wing blades shot out to form a boomerang throwing star which he quickly threw. It flew around the room and sliced through the five targets with ease before he caught it as it returned. He pressed the center again, causing the wings to retract and placed it into one of the pouches on his belt. It was a definite keep for the future.

"Why didn't you think up of a gun or a laser?" An agent wondered as Will held his right arm forward and fired a tiny dart from his wrist at one of the sliced cut-outs which quickly exploded. Will then fired another dart at the second cut-out which let out an electric shock before firing a third that froze over a part of the cut-out.

"The nanites can do a lot but there's only so many. Making up something complex like a gun or laser is possible but I'd have to be careful what I make. Using too many to form the complex components for bullets or chemical substances for a large missile probably isn't a good use for them." Will pointed out and many agreed when he got an idea. "Someone hand me an ammo clip for their pistol."

Many of the agents were confused by that as one agent took out a spare ammo clip and tossed it to him. Will formed the launcher again but made some adjustments to it so he could load the pistol clip into a slot in his arm. He then fired a barrage of pistol bullets like Deadshot did from his wrist mounted machine pistols and ejected the clip when it ran dry.

"Picked that one up from Deadshot." Will commented. "Guess I figured out an alternative. Carry ammo for my launcher. Next."

"Let see what else that suit can do." Director Henshaw went to the wall panel and made some adjustments to the training simulation. The cardboard cut-outs retracted into floor as a training probe descended from the ceiling and hovered in the air. The training probe fired a laser at the ground in front of Will's feet so he could see it scorch the floor. "Defend yourself for as long as possible."

"Roger that." Will replied as he quickly sidestepped another laser blast. The probe began firing more frequently to keep Will on the defensive as he ducked, swerved, and dodged. Director Henshaw had the training probe set to a high level and the frequency and intensity of its attacks mirrored that but Will's suit was able to keep him fast and agile enough to stay alive. He backflipped before moving into a 720 spin, dodging several lasers with ease before he slid to the side on his knees and quickly formed the circular round shield from before which was able to deflect the laser blasts. Director Henshaw observed everything and decided to change things up so he pressed a few more buttons which began deploying four turrets from the ceiling.

Will's HUD alerted him to the turrets so he quickly rolled to the side to avoid a laser blast from the probe before throwing the shield like an Olympic discus athlete. It flew through the air and smashed through the first turret before ricocheting off and slicing through the second. Will dove forward and rolled back to his feet as the shield bounced back to his hand and he threw it again, this time at the training probe which was sliced in half with ease. The two other turrets fired high caliber bullets at Will but they deflected and bounced off his suit before his shield bounced back to his hand and he threw it at the wall where it ricocheted off and sliced through the last two turrets. The shield returned to his hand and his arm and retracted back into the armor.

"That shield is useful." Will remarked as he retracted his helmet. "The suit seems to do what I said it would. Bullet proof and everything."

"True. And I'll admit that I'm fairly impressed with what it can do but don't think this will make your job any easier. Like the Omnitrix, we need to make sure you don't use it as a crutch. Your body and your mind are your first line of defense." Henshaw warned him. "The training only gets harder from here."

"Oh, boy."

Line Break xxxxx

April 2008: National City, California

Director Henshaw wasn't lying when he said that the training would get only harder. It did. With his Proto-tech armor now functional, he not only spent time training with it so he knew what he can and can't do but that was on top of his regular training. Henshaw could be a slave driver and Will might have thrown up once or twice during every session.

At the moment he was at school in his physics class, taking notes and listening to his teacher lecture about the processes of energy and calculations relating to that field. He was half paying attention as he was sort of familiar with the basis of what the professor was teaching due to his time at the DEO. His mind began to wander when the bell finally rang for lunch. Pretty much the whole class packed up their stuff and left as soon as possible. Will put his notebook away and grabbed his backpack but groaned a bit as his ribs were still sore from the combat training last night.

"You all right, Will?" He heard and turned to see Eduardo Dorado Jr. or just Ed. He was a friend of Will's whose dad worked for Lord Technologies.

"Yeah, just a little sore. I kind of overdid it with a workout last night." Will replied, grabbing his bag as the two walked out of the class and made their way to the cafeteria.

"Man, I can't tell you how close I was to sleeping. I mean, I get all that science talk from my dad. I don't need it here at school when I can be focusing on other things." Ed told him.

"You mean, like trying to flirt with every single girl who goes to our school or not breaking your neck on your skateboard?" Will wondered.

"Either or, man. And the first one would be easier if I had my wingman here help me." Ed said as they walked into the cafeteria and got on line to get lunch. "I mean, seriously hermano. You and I would be unstoppable and have the ladies here eating out of our hands if you actually stuck around to help me but you're always so busy."

"I know. Poor me. Sorry I can't stick around to see you fail at picking up girls. I'm sure it would be entertaining." Will joked.

"Oh, it is."

"It's rather amusing."

"Funny in an endearing kind of way."

Those three comments belong to their friends Yolanda Montez, Beth Chapel, and Courtney Whitmore. Yolanda was a straight-A student athlete and current class president. She was smart, determined, passionate and a work horse. There wasn't anything she couldn't do if she put her mind to it. Beth was just as smart as Yolanda, if not a little smarter but more reserved. She tended to spend more time on her school work, clubs, and college prep. She was eyeing a full-ride to Harvard as part seven on Beth Chapel's plan to become future president of the United States. Always smart and with a plan. Then there was Courtney Whitmore. Blonde gymnast, karate black-belt and all around bubbly personality and American girl doll brought to life. Granted if you said that to her face, she would kick your ass.

"See, now I'm sad that I missed it but who knows. Maybe you'll have a chance to embarrass yourself before lunch is over." Will remarked only for Ed to shoulder shove him as the line kept moving. He grabbed some carrot and celery sticks along with a turkey sandwich and bag of Lay's potato chips. As he moved down the line, he noticed his group was short one. "Where's Vic?"

"BOOYAH!" Will and Ed were pounced on from behind by the large Leatherman jacket wearing football star Victor Stone.

"He's right there." Beth said with a smile as Ed and Will nearly were sandwiched and pushed into their lunches.

"Geez, Vic. Calm down." Ed pushed him off before cleaning his shirt of crumbs.

"Sorry, Ed." Vic joined them in the line and got a tray of food. "But I can't tell you guys how excited I am and ladies how sorry I am for you as I am off the market."

"Really?" Yolanda rolled her eyes as she grabbed a water bottle.

"That's right. I am the man." Vic declared.

"Oh, dear god, what did you do, Vic?" Will asked, dreading to hear what happened.

"Relax, dude. Nothing bad happened. Except the heartbreak of every single guy at school as one Ms. Karen Beecher is now going to the Junior Prom with one Mr. Victor Stone." Vic told them. "I asked her last period."

"You're kidding. You've been trying to get her to go out with you all year." Ed pointed out as he and the others turned to see Karen at a table with the other cheerleaders. When she saw Vic look her way and send her a wink, she smiled back.

"What can I say? Victor Stone is irresistible to the ladies." Vic proudly stated only to see the three looks of disbelief from Beth, Courtney, and Yolanda. "To most ladies."

Will shook his head and chuckled as he paid for his lunch and then walked over to get some napkins before sitting down at a table. Ed, Yolanda, Beth, Courtney, and Victor followed him one by one with their lunches.

"You know what? I'm happy for you, Vic." Ed told him as they were eating lunch.

"Really?" Will wasn't expecting to hear that.

"Yeah. With Vic taking Karen, it leaves me to find my own date to the Junior Prom and the odds are now in my favor more than they were before." Ed proudly stated, feeling confident in his plan.

"Beth, you're the smartest one here. How many girls are there in the school?" Will asked.

"Including all freshmen to seniors is about a total of 439." Beth told him.

"And how many of those girls has Ed already asked and gotten rejected from?" Will asked, earning some snickers from Yolanda, Courtney, and Vic.

"About 400. 403 is you count Yolanda, Courtney and I." Beth replied and Will gave him a funny look.

"Odds aren't exactly looking up for you, buddy." He remarked.

"Not how I see it." Ed replied only for the table to laugh. "Wow, some friends I have. You should be supporting me. And why are we singling me out? Will's been eternally single since we've known him."

"I transferred here back in November, Ed. I haven't been here with you guys for the past three years. That's not really helping your case, dude." Will reminded him.

"Well at least I'm not shy and won't even try to talk to a girl." Ed said to him.

"Ok, you're off basis, dude." Will remarked. "I'm not shy. I'm just busy."

"To busy to ask out a girl?" Vic asked, putting some ketchup on his plate for his French fries. "I find that hard to believe."

"What are you so busy doing?" Beth asked.

"Um, you know. Stuff." Will said as he ate a carrot stick.

"Ah, stuff. Yes. We know all about that." Yolanda joked.

"Seriously, Will. What do you do all the time?" Courtney asked. "I mean, you leave school as soon as it's over. You're not part of any clubs or sports teams. Your grades are not failing so you're not going to an after school tutor and we practically have to drag you to hang out with us on the weekends. Is everything ok?"

"Yeah, things are fine. I just, uh…I have a part-time job. It takes up a lot of my spare time. But it's good work, good money, and experience for college and a future job." Will explained.

"Oh, that's good. What's the job?" Vic asked causing Will to gulp a little.

"Uh…it's uh…interning for the avionics company my dad test pilot's for." He replied. "Filing paperwork, helping with projects and stuff like that. I've even gotten to use their flight simulator once."

"Awesome. Think you can get me an internship there?" Ed asked.

"Uh, no. Sorry, Ed. Spots are all filled up." He told him.

"Well, even if you have an internship you should really try and take some time off to hang out with us. It's great for you but I'm sure even your boss would tell you to come hang out with us. It's not like the world is gonna end if you take a Saturday off." Courtney pointed out.

"I'll take that into consideration." Will promised. Unfortunately for his friends, he would end up saying that he had to work that weekend because the DEO picked up some strange energy readings coming from an old military base in New Mexico.

Line Break xxxxx

Los Soledad, New Mexico

Four DEO VTOL helicopters entered their hover mode and descended down the New Mexico desert landscape after flying straight from National City. DEO satellites picked up abnormal energy readings coming an old, abandoned military base in the New Mexico desert. The scanners weren't sure what the energy was like if it was a weapon or a ship but it wasn't normal.

The four VTOL's touched down outside the base and several of the DEO agents began securing the immediate area around their vehicles. Max powered down his VTOL as Will walked out of the helicopter in his Proto-tech armor with his hood and helmet down and looked around. The sun was setting and the cool night air was a nice reprieve. He walked over to the large brick walls of the old army and took out the Proto-box to scan the area. The other DEO agents were securing the heavy weapons onto one of the DEO jeeps. Director Henshaw oversaw his agents work before leading the scout team over to the wall where he saw Will using the Proto-box to scan to large holes in the base's walls.

"Anything?" Henshaw asked.

"No. Proto-box isn't picking up anything. It's like whatever caused the energy flare up just went away." Will told him. "What's the history of this place?"

"Los Soledad was a military research base back in the 1950s. After an incident with an experiment, the entire base was shut down and all records of everything that happened were sealed shut. That's all the army chief of staff was allowed to tell me." Director Henshaw told him. "Let's move in and secure the area."

The DEO jeeps drove them inside the base and their scans still didn't pick up anything. They stopped in the middle of the base where the energy scans were first picked up and started there. The DEO squads had their plasma rifles ready as they carefully checked around. Will walked around and noticed some weird burn trails all over the street, sidewalk, and grass. He activated his helmet and it began scanning the burn trails but wasn't able to pick up any unusual energy readings. At first, he thought it could be intense heat but even after running his helmet scanner through a UV filter he didn't pick up any heat signatures. The DEO technicians began scanning the burns too but they had about as much luck as he did.

"Director Henshaw. Area is secure." One of his agents told him.

"Any traces of the energy signature we picked up?" He asked and all he got was a no. "Where the hell is it?"

Will noticed a bird skeleton next to one of the burn trails and picked it up except it wasn't burned. The bones had fossilized which was weird as they were on top of the grass so it wasn't a fossil discovery. He look a wider look of the area and the burn marks on the ground when he noticed that one of them lead to a phone booth so he walked over to check it out. The booth itself was in shambles, the phone receiver was gone and the slate on the ground had a burn hole in it along with a lot of sand and gravel. The burn trail from the phone booth then led to the nearby military police station on the base and then to a large building which looked like the housing.

"First a phone booth, then a police station, and then the apartments." Will said to himself as he tried to figure this out. Granted, he had no idea what he was trying to figure out as none of this made sense.

"Mr. Detmer!" Henshaw called out. "Anything yet?"

"No, sir. Just more questions than answers." Will told him when his HUD alerted him to incoming energy signature. "Heads up! Something's coming!"

"Defensive positions!" Henshaw ordered as all the agents readied their weapons for whatever was coming at them.

"There!" One of the agents pointed to a weird blue humanoid-like figure moving through the base with a huge trail of copies of itself following it. It moved across the grass and street, carving out the same burn trails as before. Will's HUD quickly scanned the figure and couldn't identify it but could identify the energy as Temporal Quantum Tachyon energy. Granted he understood maybe one of the words in that description so his HUD just told him to avoid physical contact with the entity at all cost.

"Secure the target!" Henshaw ordered as two agents walked forward with rocket launchers and fired special carbon fiber nets that wrapped around the entity. Only the second the nets touched the entity, they wilted away until they were dust. Said entity made a turn and headed straight for the agents that fired those rockets but XLR8 quickly sped them and everyone else out of the way.

"Everyone stay back! Don't let it touch you!" XLR8 told them as they saw the entity brush past their jeeps and they instantly rusted over. XLR8 touched the Omnitrix and turned into Heatblast before firing a stream of fire into the air to get some altitude and began raining down fire balls at the thing but they did nothing.

"Take it down!" Henshaw fired a plasma bolt from his rifle but it didn't seem to do anything. The other agents opened fire and some even tossed a few grenades but again it seemed like nothing fazed it.

Heatblast flew to the ground and slammed his hands on the ground, creating a huge wall of fire that engulfed the blue entity but it just passed through it and brushed against the side of a building causing it to collapse. The building collapse kicked up some dust and debris and when the coast was clear the entity was gone.

"Where'd it go?" Heatblast touched the Omnitrix and turned back to normal. He checked the Proto-box and the energy readings that popped up when the thing appeared were gone. "It's gone, sir."

"What was that thing?" Henshaw asked.

"I'm not sure but my suit was able to analyze the energy signature as Temporal Quantum Tachyon energy. Not really sure what that means but I think we can guess what it does." Will pointed to their jeeps that had rusted over. Some agents tried to salvage what they could but everything was either rusted over or degraded to the point where it was useless. "Whatever that thing it, it somehow is able to age anything it touches. The ground, buildings, cars, and I hate to see what it can do to a person."

"Then that leaves us with a problem. Nothing we have seemed to be able to faze it." Henshaw said as Agent Donavan walked over.

"Everything in the jeeps is dust. Rocket launchers, electromagnetic bombs, the polymer nets. We're down to what we have on our backs." Donavan informed him. Henshaw breathed a sigh of frustration at the situation. They were up against an enemy they didn't understood who was very dangerous and their weapons weren't able to do a thing against it. "What do you want to do?"

"Get all the technicians and engineers back to the helicopters and have the pilots begin an aerial cover pattern over the base. The entity has remained on the ground so far so an air attack might give us an advantage." Henshaw ordered.

"Roger that." Donavan left to tell everyone and they began to trek back to the helicopters on foot.

"Why is this thing in the base in the first place?" Will asked out loud.

"Excuse me?"

"Sorry, Director. This is me thinking out loud. This thing showed up out of nowhere on this base specifically. Maybe whatever they were doing here is the reason." Will pointed out and Henshaw agreed with that logic.

"I'll put in a call to Washington and see if I can get those files." Henshaw told him.

"You do that. I'm going to check out the records building here and see what I can find." Will said as they split up. Henshaw stayed with a few agents while the rest went with him to the records building to see what they could find on Los Soledad.

After finding the records building, they scoured through everything they could find. Lucky for them, the army must have left in a hurry as they left behind a lot of stuff but the downside was that a lot of it was old and not in the best shape like the rest of the base. Will managed to get one of the old Microfilm machines working again so they could go through the old records. Agent Montez went through some of the films that were still ok while they looked for anything else.

Will took a small case of film off a high shelf but the films were all withered. "These are no good. Anything hardcopy?"

"No. They're all too degraded. We can't get anything solid from these." One of the agents told him.

"I think I got something." Agent Montez said as they all walked over to see what he found. "Los Soledad was built 50 years ago for a time travel experiment known as Project Paradox. They were using the abundant amount of quartz crystals in the nearby caves for some kind of experimental tunnel through time."

"That explains how that thing can age anything it touches." Will commented and saw the files had a photo of the lead researcher. "Any name on the lead for the project?"

"No. His name and information are redacted but it's his Paradox theory that was the basis for all of this. But the files do have a map for the base and where they were planning to build this thing." Agent Montez told him.

They contacted Director Henshaw and met with his team at the army lab where the experiment was housed. When they got there, they found what was left of the project including the large Quartz ring that was supposed to create the time tunnel. But they also saw the science equipment used for the experiment was warped like something you'd see in Salvador Dali painting.

"Dad, you seeing this?" Will asked as his HUD was transmitting everything to the DEO team waiting by the helicopters.

"Yeah. Looks like a painting that belongs in a museum." Max commented.

"Sir, there's a burn trail." Agent Montez pointed to the ground. "That thing was here."

"But there's only one trail. Either it came through here and vanished or it was born here." Will said when they heard some whooshing and a loud boom. The agents aimed their rifles at the old observation room as Will activated the Omnitrix and turned into XLR8, speeding over to the room, and grabbing the intruder. "Gotcha!"

Will looked to see he was holding onto the scientist he saw from old army files on Project Paradox only it looked like he didn't age a day when he should be an old man by now. "Ah, XLR8. A classic that takes me back. Or is it forward? It's so hard to tell, William. Have we met?"

"How do you know my name?" He asked.

"Have we met yet I suppose the question was." The man said as the other agents and Director Henshaw walked in to see XLR8 talking to the stranger. The agents who were with Will at the archives noted that the stranger was the scientist responsible for the time tunnel project.

"It's the scientist from the army archives. The one who built the time tunnel." Agent Montez remarked. "You look the same, even after fifty years."

"Oh, it's been considerably longer than that, I'm afraid." He said as he pulled out a bag from his lab coat. "Gumball?"

"Uh, no thanks. Who are you? What's your name?" XLR8 asked.

"You read my file. I was hoping you could tell me. It slipped my mind several hundred years ago."

"Did you say several hundred years ago?" Henshaw asked for clarification when they saw he was gone.

"By the way, you wouldn't have happened to see a space-time anomaly around here, did you? About yeah big? Incredibly destructive and virtually unstoppable? No? I must have been thinking of another moment." They heard and saw he was over by the doorway. "Ta-Ta!"

He walked into the time tunnel room and the DEO agents followed him only he vanished yet again. "Where'd he go?" Agent Donavan asked.

Everyone looked around and the mystery scientist was gone. He walked into the time tunnel room which had no exit or hole in the wall for him to escape yet he was gone. One of the agents looked out the window in the hallway and saw the scientist standing outside on the street next to an electrical pole.

"There he is!"

"I got him." XLR8 super sped outside the building only for the man to walk past the electrical pole and vanish. "What the hell? Are my eyes going bad?"

He turned his head and saw the scientist wave at him from inside a building before closing the door. XLR8 marched in but he was gone so he began speeding around the entire base about fifty times in the span of a few seconds but every time he got close the scientist would vanish. He slid to a stop on the street as Director Henshaw and the others joined him.

"Ok, what the hell is going on? How the hell is this guy as fast as a Kineceleran?" XLR8 asked.

"You mean, how do I move so quickly? It's called walking." They heard as they saw the guy walk behind a building then reappear next to Director Henshaw. "Strolling really."

"Ok, enough!" Another flash of the green light and Diamondhead grabbed onto the scientist and lifted him up into the air. "Who are you and what is going on here?"

"Careful with the coat. It's over 12,000 years old. And thanks."

"Thanks for what?"

"Well, I had a feeling that if we made a big display that he would show up." The scientist said and the blue temporal creature showed up again. Diamondhead put the scientist down and got in front of everyone.

"Stay back!"

Diamondhead touched the ground and summoned large clusters of crystal spikes from the ground that headed straight for the creature and to everyone's shock they actually hit the entity and made it stagger. The crystal spikes seemed to keep the entity back.

"Wait, the crystals hit the thing? They didn't age?" One agent asked.

"Diamonds are forever. It's not just a catchy phrase for jewelers but rather accurate." The scientist told everyone as the blue entity swerved to the left to avoid the crystal blockade. Diamondhead began firing diamond shards from his hands like a machine gun and they hit the creature but he wasn't sure if he was actually doing any damage. Once he saw it head straight for them, he slammed his hands on the ground and created a large diamond platform underneath everyone and raised them up about a solid twenty feet off the ground.

Everyone watched the entity brushed against the diamond platform they were on and sighed in relief as it didn't wither away like everything else did against. After about another minute of the creature trying to get them, it disappeared.

"It's gone. Looks like we're safe for now." Diamondhead said as the Omnitrix timed out and he turned back to normal.

"Well done, William. Nice to see that you haven't lost your edge but rather just fine tuned it. Granted, you're just starting. And might I add it's nice to see you in your armor although the mask always troubled me." The scientist said to him in a rather familiar tone like he knew him personally.

"Ok, enough. We need some answers, now!" Director Henshaw ordered.

"Same old, Director Henshaw. You're even more like yourself now then you were in the future which for obvious reasons I can't really tell you about." The scientist said.

"Ok, then what can you tell us, uh…Mr. Paradox?" Will asked, retracting his helmet and hoodie.

"Paradox! Oh, yes. That'll do, that'll do very nicely. I'll tell you my story in a way you can understand with a beginning, middle, and end, but I feel it'd be best if everyone were here." Paradox said as everyone soon found themselves outside the walls of the base with the rest of the DEO team.

"Will." Max rushed over to his son and saw the strange man in the lab coat. "What's going on?"

"Couldn't even begin to tell you if I tried." Will told him.

"Allow me to explain." Paradox opened up his pocket watch and after a flash of light, everyone found themselves watching a series of events from Paradox's past. "We'll start in the middle. Los Soledad was built entirely because of my genius theory. A time tunnel using the properties I discovered in quartz crystals which would allow us access to past and future events."

"From what we saw, looks like your plan didn't go so well." Will said to him.

"You don't know the half of it. Some tiny miscalculation on my part destabilized the experiment and ripped a hole in the fabric of reality. I was hurled into the event horizon. I must've spent 100,000 years there. I didn't age or need to sleep or eat. Just exist. At first, I went mad, of course, but after a few millennia, I got bored with that too and went sane—very sane. I began to learn. I now have total understanding of the space-time continuum, allowing me to travel anywhere and anywhen I want, within reason." Paradox explained.

"So, where's your Tardis? Or is this a DeLorean go to 88 miles per hour kind of situation?" Will wondered earning a chuckle from the professor.

"Rather amusing. You're still funny or rather have always been funny." Paradox replied.

"You don't have a time machine. You have a map in your head." Director Henshaw stated.

"Exactly. I know where all the shortcuts are. I've spent a dozen lifetimes crisscrossing the time stream, making it a better place. Consider it my job." Paradox told everyone.

"How does that pay?" One of the agents asked.

"At the moment, not even in job satisfaction." Paradox took a few steps forward towards a chalk board as everyone suddenly found themselves teleported into an old room in the army base. It gave everyone a little whiplash but then again time travel tended to do that. "You see, I recently discovered that some kind extradimensional creature is going to wreak havoc across the Universe."

"Ok, then what's the problem? You said you've been dealing with these kinds of situations all the time since the accident. What makes this one so different?" Max asked.

"Because unlike the thousands of foes I faced before, this extradimensional creature came into our plane of reality the moment my experiment went awry." Paradox replied.

"Wait a minute. If this creature came into existence when your experiment went bad then where has it been all these years? There's no way it's been hiding on the base for the past 50 years without anyone noticing." Will pointed out.

"Time is like a river. It moves, flows, and bends." Paradox began drawing a visual aid on the chalkboard to help explain it. "50 years ago, I accidently set off a depth charge in that river. The creature I released was blasted 50 years through time to your present, doing this to your future."

"But all it's doing is moving around an old army base. Why don't we just leave it alone?" An agent wondered.

"That question is better reserved for the man on the moon." Paradox said.

"What? Who's the man on the moon?" Will wondered.

"I am." Paradox replied and suddenly they were all on the surface of the moon.

"We're on the moon?"

"No, we're on the moon in your distant future." Paradox corrected him.

"What?! How are we not suffocating?" Max asked.

"Good question. Not remotely the point, though. Imagine what the earth would look like in 200 years, say, with that time monster wondering all over it, aging everything that crossed its path to dust. For those of you with no imagination, the earth is up there." Paradox pointed up and everyone saw planet earth but instead of the blue and green planet, it was browned and gray, decayed to the point of death.

"Oh my god." Max muttered.

"You brought us to the worst possible version of the future." Will figured it out.

"No. Should I fail to stop that creature, this is your best possible future." Paradox corrected him. "Not a pretty sight, is it? What are you doing here?"

"I'm allowing myself to feel the full impact of my failure." They heard and saw another Paradox on the moon.

"Wait, if this is Paradox, who is that?" Agent Montez asked.

"He's a parallel Paradox. A Paradox from a time that we failed, like in Back to the Future 2 when Marty meets all those parallel versions of people after the timeline is changed." Will explained.

"Young Will has an innate sense of transtemporal metaphysics, which will serve him well in his future—or should I say past." The Parallel Paradox said.

"Not really. I just pieced that together from a movie. This time travel stuff is making my head hurt." Will told everyone.

"What should I do?" Paradox asked his parallel self.

"Well, obviously not what I did. But whatever you do, you better do it quickly. Time is running out." The parallel Paradox warned him as the real Paradox opened his pocket watch and teleported everyone back to Los Soledad.

"Wait a minute? Why don't you just travel back in time and stop the time experiment from happening? Wouldn't that make it so the creature doesn't exist?" Max pointed out.

"Unfortunately, it's not that easy and would cause a, no pun intended, a paradox. The experiment that releases the creature also unsticks me in time, and that must happen because in all modesty…"

"You save the earth dozens of times that we don't even know about." Will finished.

"Hundreds, actually. In fact, on one occasion, you and I worked together to save the entire univ—never mind." Paradox said, opening his pocket watch. "It should be here any—" He was cut off by a loud rumble in the distance as several buildings were destroyed. "You should set your watch by it."

Will hit the Omnitrix but it was still red and not recharged so he activated his helmet and grabbed a cartridge from his belt before loading it into his arm launcher. The cartridge was essentially ammo for whatever he wanted and at the moment, he fired a barrage of explosive disks at the entity which exploded against it. Professor Paradox opened up his gumball bag and hurled some at the entity and they bounced off, causing it to stop in its tracks.

"They hit it? Doesn't everything age dust as soon as they touch that thing?" He asked Paradox.

"Gumballs last a really long time. Look under your desk at school. Now, get back!" Paradox shouted as the creature charged at them. Will activated his jet boots and back flipped high into the air, firing a few more explosive disks while Paradox leapt forward and physically pushed against the entity while it pushed back.

"Get back! You'll die!" Henshaw shouted.

"I exist outside of time. But I can still feel the eons passing." Paradox struggled to hold it back as Will wasn't sure what to do. The Omnitrix was timed out and even with Diamondhead it's not like they anything they had to contain this thing. That's when Director Henshaw got an idea.

"Paradox, take us back to the accident, now!" Henshaw told him.

"But I told you!"

"Just us!" Henshaw grabbed Will as he stepped forward. "Do it!"

And in a flash of light, they were gone.

50 years ago…Los Soledad

Will, Director Henshaw, Professor Paradox and the entity appeared back in Los Soledad fifty years ago when the experiment was about to begin.

"Now what?" Will asked.

"We need to get to the lab. Keep the creature occupied for as long as you can!" Henshaw told him as he and Will rushed to the lab.

"K-Keep it occupied? I'm a time-traveling hero. I don't keep things occupied!" Paradox shouted as he and the creature moved around the base.

Director Henshaw used his Martian powers and turned him and Will intangible and invisible so they could enter the lab without being seen by anyone and causing a time paradox.

"J'onn, why are we back here?" Will thought.

"Because I've been going over everything we've learned since that creature showed up. You said the marks showed up by the payphone and then the police station and then the apartments. It's not acting like an alien or an extradimensional being." J'onn telepathically told him and Will figured out where he was going with this.

"It did everything a person would do if they found themselves in an abandoned military base." He replied just as the experiment began. The time tunnel was activated and began powering up the door into time itself when Will and Director Henshaw saw the lab assistant back up into a control panel and accidently elbow some buttons. "It's the assistant."

The accidental elbow to the control panel caused serious malfunctions to the experiment and soon the time tunnel began to turn into a vortex that sucked in everything. The equipment and lights began to warp like they saw in the lab and soon enough Professor Paradox was sucked in. The assistant was pulled in soon after but clung to the warped control panel with everything he had.

Will rushed forward and fired a grapple cable from his launcher that wrapped around the assistant. "Hang on! I got you!"

He activated the electromagnetic pads in his boots to plant himself to the ground as he pulled the assistant back with everything he had. J'onn helped him and his Martian strength helped fight the pull of the time vortex. The Martian managed to pull the assistant from the vortex and once he was clear, Will fired several explosive disks at the quartz ring. It was destroyed and the time tunnel collapsed in itself.

Outside, Professor Paradox was wrestling with the creature as it dragged him around the base but suddenly stopped before it hit a building. That's when he saw the creature had turned back into his assistant, Hugo.

"Hugo! Of course. If it were a snake, it would've bit me." Paradox slapped his forehead at missing that obvious clue when he saw Will and J'onn walk up to him. "Don't look so smug. I would've figured it out eventually."

"You have a hundred thousand years!" Will told him as they teleported back to the present.

Present, Los Soledad.

Will, Director Henshaw, and Professor Paradox returned to the present and everything was back to normal. The base was fine and all the damage from the creature's rampage was gone as it never existed.

"Well, I have to admit it. I'm impressed. All those centuries trapped in the event horizon and it never occurred to me that the accident was never my fault. Well done, Director Henshaw. And don't worry, your secret is safe with me." Paradox said with a wink. "Don't worry, Will. You'll get it next time. In fact, you figure it out several times in your future."

"Thanks…I think?" Will replied.

"So, what happened to the assistant?" Max wondered.

"I lived my life." They heard and an elderly man with a cane walked over.

"Hugo! How are you?" Paradox walked over to greet his old friend.

"Well, you look the same and I haven't seen you in 50 years." Hugo commented.

"Well, I haven't seen you in 100,000 years but you don't look that bad. How was your life?" Paradox asked.

"Good, a goof life. But I'm—I'm sorry about the experiment. I ruined everything. I never got to time travel."

"Would you still like to?" Paradox wondered and Hugo smiled.

"Yes. I'm not afraid anymore."

"Glad to hear it. How about I give you a behind the scenes look at eternity?" Paradox opened his pocket watch and created a time portal. The two friends walked over to the portal when Paradox stopped. "And William. Keep doing what you're doing. You'll see me again in your present."

"Don't you mean my future?" Will corrected him.

"Exactly." Paradox winked as he and his friend walked through the portal into time itself. And just like that, their mission at Los Soledad was over.

"Ok. Just so everyone knows. No mentioning time travel anymore. God my head hurts." Will rubbed his forehead as they made their way back to the helicopters. Say goodbye to Los Soledad and head back to National City. But Paradox was right. They would see him again.

End of Chapter 2

1). Imagine Will's Proto-tech armor in appearance as the same armor that the MCU Taskmaster wears with the added touch of green and a different symbol on the buckle. I loved Taskmaster's suit when I saw the first Black Widow trailer and I've been dying to put it into a story. And imagine it's suit up capabilities like Iron Man's nanotech armor. Able to quickly form and solidified over his body in seconds and form tangible material. It can quickly form a shield or any weapon over the right wrist and shoot projectiles similar to how the Batman Beyond Batsuit can do in the Batman Beyond cartoon.

I hoped you guys liked the second chapter. More stuff has happened. We've gotten to meet Batman and Professor Paradox. We've got Professor Paradox introduced and he'll be making appearances throughout the story. And we got Buzzshock. The Megawatt episode was one of my favorites of the original ben 10 cartoon. And Batman has appeared. The little adventure was taken from the Batman Arkham Origins Blackgate game. Catwoman stealing information for the DEO and Amanda Waller who will come up again throughout the story along with her taskforce. They'll be constant pains for him.

In terms of appearance for Batman, I'm not sure yet. I might do Ben Affleck again to make it easy, or maybe the Arrowverse's version of Bruce Wayne Warren Christie. Or maybe someone new. I looked up some people and I thought Anson Mount would be an ok Batman/Bruce Wayne. He played Blackbolt on Inhumans and Captain Pike on Star Trek Discovery. For the Wonder Woman of this earth, I was thinking maybe Jaimie Alexander from Thor or Bridget Regan from Legend of the Seeker or even Hayley Atwell from the MCU. I'm always open to ideas so if you have good ideas for face claims for Batman and Wonder Woman let me know in a review or PM.

Also, this chapter I introduced some of Will's classmates at school and they'll all play roles in the story going forward. Victor Stone AKA Cyborg and Eduardo Dorado Jr AKA El Dorado. Along with Courtney Whitmore AKA Stargirl, Yolanda Montez AKA Wild Cat and Beth Chapel AKA Dr. Midnite. They're from the Stargirl TV show which was a fun watch and it's not a complete crossover but the characters and some plots will happen on this earth. Will's also got a suit to protect himself when the Omnitrix times out and to conceal his identity. When I first saw the Black Widow trailer, I knew for sure that I wanted to use Taskmaster's armor. Hopefully, the movie comes out this year.

Next chapter, Will gets to team up with Superman to stop the world from ending and deals with some personal stuff too as the Forever Knights come back with the worse timing. Until next time.

William Benjamin Detmer Age 17: Birthday, September 8th, 1990

Appearance: Robbie Amell for Teenage Will.

Personality: Kind, caring, quick-witted and smart. Able to adapt to situations very easily. Prone to quips to distract or enrage his enemies. A pragmatist and realist. When triggered, can be aggressive and unhinged to a point. Ready to face reality and do the hard thing to protect the innocent.

Skills: Training in various human hand-to-hand martial arts including boxing, MMA, Krav Maga, Brazilian Jiu-Jitsu, and Escrima. Understanding in alien culture, technology, and biology. Quick thinking.

Casual outfit: Sneakers or boots, blue or black jeans, blue T-shirt with his father's dark blue air force jacket with Ten insignia. Hour-glass belt buckle holding Proto-Tech Armor.

Proto-box: Grey Matter and Upgrade designed tablet/phone capable of analyzing and scanning all environment with sub-sonic frequencies. And decrypting or hacking any computer system on the planet with holographic display.

Proto-Tech Armor and helmet: Colored black, blue, silver, and green. Form fitting and comprised of a highly adaptive nanites made up of Promethium and Nth Metal. The armor is self-repairing and capable of protecting the user from major explosive and physical damage. Controlled via mental command and housed in belt buckle, the armor responds to his thoughts and commands and able to shift and adjust its structure to the wearer's need including offensive and defensive measures. Synaptic muscle control enhances user's natural talents by a factor of ten. Resembles full body suit with skull mask, protective chrome lenses, and hood for concealment. Belt contains ammo boxes for suit's projectiles. (Looks like the MCU version of Taskmaster)

Omnitrix: Watch-like device that allows the wielder to alter their DNA at will and transform into different alien species. Able to scan and analyze new alien species, able to repair genetic damage and protect user from negative effects, with built-in defense systems. Built-in AI, GPS, map, communicator, and universal translator.

Unlocked aliens: Diamondhead, Four Arms, Ghostfreak, Grey Matter, Heatblast, Ripjaws, Stinkfly, Upgrade, Wildmutt, XLR8, Manhunter, Buzzshock

Maxwell Tennyson Detmer: Stephen Lang

Disclaimer: I don't own Ben 10, Supergirl or any above mentioned properties. All rights belongs to their respective owners.