A/N: Chapter nine. We're probably about a third the way through the story by now. Should be done by chapter twenty or twenty-five, give or take. Like the last chapter, this chapter became a lot longer than I thought, so I'm splitting this particular part of the story (KNIGHTFALL) into multiple parts.


KNIGHTFALL: DESCENSION OF CHAOS


CENTRAL CITY

2214 EST

In the cortex of STAR Labs, Batman, Oliver, Aquaman, Lyla, and Felicity were gathered together as they remained relatively silent. Felicity sat behind the desk of computers and keyboards, Oliver was with Batman, who worked on some sort of project of his own with a miniature computer he pulled out of his utility belt. Aquaman and Lyla stood in silence. Lyla had sent out several units of ARGUS agents to assist the units of CCPD in cleansing through the city's warzone of gorillas and dominators. The five of them waited in silence for several moments when flashes of orange and white lightning caught their sight.

"Anything?" Lyla asked as Barry and Lyanna entered the room.

Barry shook his head with a frustrated sigh. "Nothing."

"We grid-searched the entire city over a hundred times," Lyanna reported. "No sign of any of them."

Over the course of the last several hours, after Oliver and Batman arrived by the batplane while Arthur swam at underwater speed back to the U.S., Barry and Lyanna searched the entirety of Central City with their speed every thirty minutes. Upon learning that the dropships that had taken their fellow allies, along with the Waverider, had come to Central City, Barry had decided to search the city for any of the fellow allies. His worries only got worse upon not being able to reach Cisco, Wally, and Jesse, realizing they too had been taken by Brainiac.

"Brainiac's taken us like flies." Arthur groaned in frustration.

"What does he want with them though?" Caitlin asked as she came from the medical bay.

"Nothing good," Oliver replied wearily. "He could be studying them for weaknesses or experimenting on them."

"Or worse," Batman warned. "Finding a way to weaponize them against us."

"You think Brainiac wants to use them?" Lyla inquired.

Batman nodded. "It's the strongest and most logical play. Why waste more of his own army and resources when he can spare them and have us fight each other?"

"Kill two birds with one stone." Felicity nodded, silently shuddering at the mental image of several of her dead friends laying on a war-torn battlefield with their bodies being trampled on by countless soldiers and weaponry convoys.

"He could be doing more," Lyanna added as the entire room turned to her. "When I was Brainiac's hostage, he didn't just study or experiment my abilities. He had cloning technology and bio-organics in his arsenal, I recognized it from his labs."

"Cloning technology," Arthur noted. "You think he's trying to copy their abilities and skills?"

"It's likely," Lyanna said. "On my earth, Brainiac was well-known for being obsessed about collecting data, knowledge, information - anything that would make him more intelligent and more powerful."

Barry sighed. "Great. So more than half of our friends are kidnapped and Brainiac might have god-knows-how-many of our powers by now."

"Do you think they're dead?" Caitlin asked nervously as she and Barry worried in particular over Cisco, Wally, and Jesse.

Oliver and Lyla in turn were worried over Diggle and their teammates as were Batman and Aquaman. The Dark Knight was the first to speak up.

"Unlikely," Batman informed, much to Caitlin and everyone else's relief. "If he wanted them dead, he could've had them and the rest of us killed instantly. Whatever he has in store for them, he needs them alive and he likely wants us alive to witness it. Regardless, he's planning something dangerous."

"More dangerous than world domination while crippling world governments and armies?" Lyla asked incredulously.

"Something more dangerous." Batman corrected.

Barry sighed. "Wally and Jesse had a map of Central City and the territories the Dominators and gorillas split it into. I'm gonna go there. Maybe there are some hotspots or significant locations there to check."

"I'll go with you." Lyanna announced as Barry nodded gratefully.

The two speedsters sped away to the speed lab as everyone else watched them go.

"Are we the only ones here?" Oliver asked, noticing that the entire facility was a lot more empty than he anticipated.

"I brought in ARGUS agents here before sending them out to help CCPD on the field," Lyla replied. "It should be just us."

"H.R., Julian and Iris were here but left with an ARGUS transport to an ARGUS base," Caitlin added. "We thought they'd be safer there."

"Wise choice," Batman commented. "There's some weapons and a metal called Nth metal in the Batplane, which I landed on the roof. Oliver and I extracted them from a tomb in Egypt. They could be useful against Dominator tech and weaponry. We'll bring in the loads of it we have. As soon as we do, lock down this entire facility and seal any exits and entrances."

Caitlin nodded in affirmation.

"I'll give you a hand with that Nth metal." Oliver said as he and Arthur walked beside Batman.

"Likewise," Arthur said as the trio walked through the halls, heading to the elevators and then to the roof. "The sooner we gear up and get this part over with, the better."


In the speed lab, Barry and Lyanna stood side-by-side as they looked down at the chalk-drawn, rough sketch map of Central City. Divided into territories amongst their enemies. Barry seemed to stare at it endlessly and aimlessly as if he was in some sort of trance over the damage done to his city. The damage done to the entire world. The entire world had fallen into Brainiac's grasp and he had conquered it. All because of him and he couldn't even take it back.

"Are you alright?" Lyanna asked, cutting through Barry's thoughts.

Barry snapped to his right as he focused on Lyanna. "Hmm? Yeah - no, uh, I'm fine. It's just…who am I kidding? I'm not fine."

Lyanna nodded understandingly. "What's bothering you? Talk to me."

"Oliver told me that his friends Evelyn, Rory, and Curtis…" Barry sighed. "He told me they didn't make it. These people made me their leader, they put me in charge and…I sent them out like pigs to slaughter. Evelyn was only a teenager. She was a child. I sent those three people to their deaths and I sent my own friends and my allies into a trap."

Barry gritted his teeth, clenching his fists in self-deprecation.

"With Flashpoint, I ruined so many of my friends' lives. I caused the accident that killed Cisco's brother. An innocent man. I did that. Now, I've sent even more good people to terrible fates…what kind of monster am I?"

Lyanna immediately stood in front of him as she held his hand.

"You are not a monster, Barry Allen." Lyanna whispered determinedly.

"Tell that to the people who are dead because of me."

"Is that why you chose not to suit up? Not to put on your suit when we went out there?"

Barry sighed in a mix of content and defeat. "I didn't put it on because…because I don't deserve to be the Flash. The Flash is supposed to be a man who can save and protect innocent people, he's supposed to be justice to anyone and everyone who needs it. He's supposed to be a hero. I am not that man. I'm just a broken person who's failed his entire city and his planet at every turn. I'm a broken human being who's let down everyone and everything around him."

"You call yourself broken and you don't even realize it," Lyanna scoffed as the Brit looked him in the eye. "Everyone is broken or damaged in some way, Barry. Everyone has stumbled and fallen, even you. And it'll happen again. Barry, you went to Brainiac's ship, ready to turn yourself in, ready to throw away and sacrifice yourself without a second thought if it meant saving the entire world

"You saw me, nearly dying, in a lab and you didn't hesitate to break me free and rescue me. You gave me word that you'd help me look for my daughter, you trusted in me, believed me, and you comforted me when I had no one. You didn't hesitate then. You never hesitated before when you saved an innocent life. You look into a mirror with hatred, telling yourself how many people have died because of you. Answer this for me, Barry: because of you, how many have lived? How many children got to see their parents again? How many mothers get to see their children grow up because The Flash saved them? How many husbands got to return to their wives? How many billions of people will live when this is all over because you kept fighting?"

Barry seemed to pause for a moment as he let Lyanna's words sink in. Seeing his silence and look of thought, she continued going.

"Those people," Lyanna continued. "Your allies, your friends. They chose you, they asked for you, called for you and you answered. You chose to keep fighting for this world. Don't stop now. And The Flash? That is who you are."

"The Flash has to be a better man than me." Barry sighed.

Lyanna nodded. "Maybe. But, Barry, the Flash is a symbol. Of hope. Justice. Good. It's all a mask…and it's only as good as the person behind it."

Lyanna reached forward and gently planted a soft kiss at the side of Barry's face before she pulled herself back.

"You're a good man, Barry Allen." Lyanna said, before walking elsewhere in the speed lab.

Barry had no words to say or to describe what he felt. An ethereal feeling of ecstasy seemed to wash over him as he kept his eyes on Lyanna. Unseen to him, she seemed to notice his gaze as a smile twitched on her lips.


Caitlin, Felicity, and Lyla were in the cortex of STAR Labs. Lyla stood in the center of the room while Felicity and Caitlin sat next to each other behind the desk of computers and keyboards. Caitlin could only think about how every time she turned to her right, she'd expect to see Cisco only to be disappointed by reality and realize it was just Felicity. It hadn't been more than an entire day since she saw her best friend and yet, she already missed him. Suddenly, the computer beeped before it emitted a pinging sound as Caitlin, Lyla, and Felicity surrounded it.

"What is it?" Lyla asked urgently.

Felicity aggressively and quickly typed on the keyboard. "Satellites detecting unusual activity between the Dominator mothership and some Dominator dropships."

"What's going on?" Caitlin asked.

"I don't know," Felicity admitted. "But they're converging together over a location and I've managed to track the Waverider to the same one too. They're together."

"Well, where are they?" Lyla demanded.

Felicity froze in horror as she and Caitlin exchanged a heavily worried glance before looking directly down at the computer. In an act of worry, Caitlin tightly clutched her wrist right below where her meta-dampening bracelet was. Lyla's mind began to race with panic as she anticipated the next words out of Felicity's mouth.

Felicity shuddered. "They're…they're right here. They're right above us."


The back hangar door of the Batplane opened up as Oliver, Batman, and Arthur stood on the roof of the STAR Labs facility.

"So this is all the Nth metal you've retrieved?" Arthur inquired.

Batman nodded. "There's more back at that tomb in Egypt, we'll get the rest when we can."

Suddenly, the three of them looked to the sky as they noticed the Waverider circling around the STAR Labs facility a couple hundred feet in the air. Beside it, Brainiac's skull-shaped mothership with its several, massive-sized metal tentacles as well as numerous dropships flew in the air. The several ships appeared to be looking down at STAR Labs as multiple sorts of guns and weapons were aimed downward at the facility.

"The Waverider?" Arthur frowned.

"We haven't any contact with the Legends," Batman said wearily. "That can't be them…"

"Oh shit." Oliver muttered.

"Get down!" Arthur yelled as he and the two vigilantes dived away from the Batplane.

The next thing they knew, the Waverider, Brainiac's mothership, and countless Dominator dropships opened fire. Beams of orange, white, and blue energy struck STAR Labs, which began breaking down and shaking violently as the ships rained fire continuously.


In the cortex, the ground shook violently as Caitlin, Felicity, and Lyla were thrown off their balance, falling to the ground. The cortex completely broke down as it broke away from the halls, tilting forward several degrees. Debris broke and fell from almost every direction as the main desk flipped over and missed Lyla by inches before crashing through the front walls. Felicity grabbed Lyla's hand while her other hand was held by Caitlin, who desperately held the edge of the entrance as the entire facility broke down.

"Hold on!" Caitlin yelled.

"She's slipping!" Felicity winced, gritting her teeth as she desperately held Lyla's wrist.

The next thing they knew, the flipped over cortex shook violently as Caitlin lost her grip. The ground and walls around them shattered and broke as the three of them fell to what they could only anticipate as an unknown fate.


The series of blasts and attack on STAR Labs had sent earthquake-like shakes across the entire facility, even the speed lab. Barry and Lyanna were thrown off their feet, falling to the ground, caught in surprise. They were separated by a massive crack on the floor as the speed lab split into, drifting away from, shaking and tilting. It was as if an entire earthquake was focused strictly on STAR Labs. Lyanna looked back at Barry worriedly.

"Barry!" She exclaimed.

Still on his back, groaning in pain from the fall, Barry looked up to see the ceiling above his end of the split speed lab breaking down from the piled up debris on it. A portion of the ceiling broke through as debris fell towards the ground, heading towards him. Quickly, Barry rolled over to his right, dodging the falling debris by a hair's breadth. He quickly sprawled onto his knees and elbows as he looked up to see the rest of the ceiling creaking and steadily breaking down before looking back at Lyanna.

"Jump!" Lyanna shouted.

As the rest of the ceiling gave away, Barry sprawled onto his feet, the crack that separated his and Lyanna's ends of the speed lab now formed into a large sinkhole. The rest of the debris fell through, pile after pile behind Barry as he ran, orange lightning coursing his body, before jumping across several feet and barrel rolling as he got to Lyanna's side.

"You alright?" Lyanna asked.

Barry nodded hurriedly. "We need to get out of-"

The two of them yelped as the ground beneath them gave away, causing them and the ground to fall into the sinkhole. Instinct took over in Barry's mind as his left hand grabbed onto the edge of some ground that remained intact while his right hand clasped onto Lyanna's as he held onto her.

"I've got you!" Barry yelled as both of Lyanna's hands held onto his right arm.

Kicking his feet in the air slowly, Barry did everything he could to lift Lyanna up, his right arm's bicep and muscles feeling stretched and torn, the palm and fingers of his left hand turning red from holding on. Suddenly, the patch of ground Barry held onto broke off and gave away as he and Lyanna fell into the sinkhole. Barry held onto Lyanna, wrapping his arms around her and keeping her on top of him as he used his body as a human shield for her before the two fell to an unknown level of depth.


In the skies, Brainiac watched from the front room of his mothership as the ships continued raining fire in the form of several blasts. He watched as the two wing-shaped heads of the facility broke off before crashing onto the ground. The entire structure and foundation of the facility gave way. STAR Labs broke into several, countless fragments and in mere seconds, it all came crumbling down. STAR Labs was no more, now there was only a midst of debris, damage, and destruction that was being fired at.

Brainiac hummed in satisfaction as he spoke into his communications channel. "Cease fire. Deploy our…new troops. Be sure to retrieve the asset. Leave the others to handle themselves."


Buried under several feet of debris, be it metal, concrete, rock, or whatever other materials it was, Batman crawled through several spaces and cracks as he desperately fought his way out of the coffin of destruction he'd found himself trapped in. His suit protected his body but was dirtied and battered with dust and dirt from the debris, his cape the same, but managed to remain intact. Numerous small cuts were on the lower half of his face, which remained exposed by his cowl.

As he finally crawled through several feet of debris, Batman pushed a large rock that was over him away as he gasped for air, finally reaching the surface. He was then met with the hand of a certain archer before he took it, rising to his feet.

"You alright?" Oliver asked, his face with all its cuts, dirt, and bruises exposed as his domino mask was gone, his hood fallen back.

"Never better." Batman drawled dryly.

Arthur stood beside the two. "Where's the Nth metal?"

"Somewhere under all this." Oliver replied, looking around at the widespread field of destruction and debris that used to be STAR Labs.

Even the war front back in Canada looked better and less wrecked than what the STAR Labs facility, which served as Team Flash's headquarters for more than two years, had been reduced to.

"Let's find the others," Batman declared. "We need to regroup. Immediately."


"Caitlin?" Felicity called out as she slowly and shakily crawled out of a manhole of debris, dirt and cuts decorated her face, arms, and legs, her glasses cracked and half-broken as the hacker stumbled onto her feet. "Lyla? Guys!"

"Over here!" a cry for help echoed a few feet from Felicity's right.

Felicity limped and jogged over as she saw Caitlin on her knees beside Lyla, who laid on her back, her left leg stuck under a large metal shaft of debris. Lyla groaned in pain as she threw her head back, wincing and breathing in short and quick breaths.

Caitlin looked at Felicity desperately. "I can't pull her out, her leg's stuck."

Felicity looked around the debris desperately before conveniently finding a metal rod. She grabbed it as she held it with two hands before looking at Caitlin.

"I'm gonna try and get some leverage over this," Felicity explained. "As soon as her leg gets space, pull her out as hard as you can."

Cailtin nodded as she held both of Lyla's hands. Felicity jabbed the other end of the metal rod under the shaft of debris before pushing the rod downward, groaning immensely as she desperately tried to lift the shaft. Even a few inches of space would prove useful. The shaft rose a few centimeters by the rod and Felicity's desperate strength as Caitlin dragged Lyla several feet away in a rush of adrenaline. Felicity dropped the rod as she went to Lyla's side, Caitlin staggered away as she dropped to her knees, looking away from the pair.

"Are you okay?" Felicity asked as Lyla nodded, the two holding hands. "Your hands…they're freezing."

With her back turned to Felicity and Lyla, Caitlin was on her knees as she looked down and saw her hands releasing freezing nitrogen gas. The metacuff on her wrist sparked with electricity, visibly damaged due to the fall and the destruction of STAR Labs. Her dampener was failing and it was failing fast, her powers were taking over her body and Killer Frost was coming. As her eye color was replaced by a freezing whitish-blue color, Caitlin looked in horror.

"No, no, no, no, no." She whispered beggingly.

Unseen to all three of them, a horde of Dominators began encircling them, slowly and stealthily approaching them.


"Barry!" Lyanna cried as she looked around desperately, crawling out of an area where she was buried under debris. "Barry, where are you?!"

Lyanna felt a whooshing sound of super speed behind her as she whirled around, seeing a certain six-feet-tall, muscular lean, caucasian male with dark chocolate-colored hair. Barry Allen let out a sigh as his body was filled with bruises and broken bones as well as cuts and dirt on his face. Immediately, Lyanna rushed at him, throwing her arms around his body as she embraced him. Slowly, Barry returned the gesture as the two hugged each other.

"Oh thank God…" Lyanna sighed in a whisper. "I thought you were dead."

"Not dead…" Barry groaned in a wince. "But I'd appreciate it if you stopped crushing my already broken ribs."

Lyanna immediately pulled away as she held his hands, nodding her head.

"Sorry." She whispered sheepishly.

Barry let out a humorless and weak chuckle. "Don't mention it."

"How bad is it?" Lyanna asked, holding his hand.

"I'm thinking…" Barry said. "Sixteen? Twenty broken bones?"

"You need some rest, Barry."

"No…I may have twenty broken bones, but Brainiac still has another one hundred eighty-six to break if he wants to stop me for good."

"Barry!" a masculine voice echoed as he and Lyanna looked over to see Oliver, Batman, and Aquaman at the source of the yell.

The two sped over to their three allies as they reunited together.

"You guys alright?" Barry asked.

"About as good as you are." Oliver muttered, cracking a shoulder into place.

"We lost the Nth metal in the destruction," Arthur sighed regretfully. "Felicity, Caitlin, and Lyla. We must find them."

"Agreed," Batman noted as Lyanna seemed to focus her vision on something a few yards behind them. "They could be far deeper in all this debris."

"Gentlemen, I'm afraid we have bigger problems." Lyanna said hesitantly.

Barry looked in the same direction Lyanna was as Batman, Oliver, and Arthur whirled around to look as well. What met their eyes would normally fill them with relief, but now it only began encouraging dread, worry, and paranoia. Just outside the grounds of what used to be the STAR Labs facility, the Legends, Wally, Cisco, Jesse, Kara, Diana, Hal, Rene, Diggle, and Thea stood together. Firestorm, Kara, Hal, and Ray were flying with their abilities and suits. All of their heads glowed with a sort of red energy as they stared down at the five remaining heroes with a stoic and empty look devoid of emotion. It was as if any and all of their personalities and free will had been drained away and destroyed.

Barry, Lyanna, Batman, Arthur, and Oliver stood side by side as they narrowed their eyes at their former allies.

"You know this is obviously a trap." Oliver deadpanned.

"And we're outmanned as well as outgunned." Batman added.

"I don't really care," Barry dropped. "The sooner we get past them, the sooner we can wreck Brainiac for destroying my facility."

"Well," Arthur sighed. "As long as we can get them out of Brainiac's control."

"And get revenge on Brainiac." Lyanna added.

The others nodded.

"We're still doing this, aren't we?" Batman asked.

"Yep." Barry muttered.

"Good," Batman drawled, opening a batarang the way he would a knife. "As long as we're all on the same page."

The five allies walked together as they made their way off the field of debris, standing a few yards away from their mind-controlled allies. They stopped as they stood shoulder to shoulder and together.

"Hey guys…" Barry announced slowly. "Let's talk about this."

With no verbal response, Thea aimed her bow, Diggle and Rene aimed their guns, Hal aimed his ring, Kara prepared her heat vision, Firestorm and Mick readied their weapons and abilities of fire, Amaya summoned an energy spirit of an elephant, Ray prepared his gauntlet weapons.

"Ah shit." Batman muttered under his breath.

The next thing the five of them knew, multiple arrays of bullets, arrows, fire, and energy beams flew their way as the mind-controlled, fallen heroes began attacking them.


A/N: I know you guys probably hate for me the whole 'destroying STAR Labs' thing, but when you look at it from a logical view of the plot, it makes sense. Brainaic knows STAR Labs is a technologically (and even biologically) weaponized facility. He knows it serves as a potential base of headquarters for Barry and other heroes, so it only makes sense he would make a move on it. Especially if he knows Barry and the others are there, he would very likely destroy STAR Labs with them in it to weaken/off-guard, if not kill, them. It's another 'kill two birds with one stone' situation for him.

I know we didn't get to the actual fight between the heroes and the mind-controlled heroes, but by the time I got there, the chapter was long enough and I didn't want to drag it with everything I had planned for Brainiac's "Project Knightfall" as well as the fight scenes between them. Hence, why I ended up splitting Knightfall into multiple parts (chapters). The next chapter should wrap it up, but if not (for whatever reason), the one after definitely will.

And before anyone asks, yes, the destruction of STAR Labs was inspired by 2014 Thanos destroying the Avengers' base in Endgame.