I don't own Ben 10 or Justice League or Justice League: Unlimited

Italics will be used for telepathy, thoughts, comm. etc.

…

Justice X

Chapter VIII – Darkheart

…

Null Void

Kevin had never been a patient man, even as he was so close to exacting his revenge on his life-long rival, the one who stranded him in this wayward dimension over a decade ago; he paced back and forth atop one of many floating plateaus of rock drifting aimlessly through the crimson-cascaded void, waiting for the witch levitating with her legs crossed on the opposite end of the structure to fulfill her promise. After what felt like hours, he growled out of frustration, stomping over to her, "What's taking so long?!" he shouted.

"S-Sorry, love, I'm just gathering mana to perform the proper spells and-" the long silver-haired, middle-aged, witch slowly uncrossed her legs, floating slowly back to her feet, approaching the man hurriedly, doing her best to please him but, he interrupted her midsentence.

"I don't care what it takes, you need to do it faster," Kevin insisted, pushing passed her to stand in front of the large circular runes she'd drawn on the ground in the same design as the Bezelian Charms utilized by Gwendolyn, "How much longer?" he turned to look her in the eyes as he asked with urgency.

Charmcaster's expression fell into a somber state, lowering her eyes and voice as her confidence was crushed, "Soon, I-I'm almost d-done," she insisted, stuttering a bit as she rushed passed him in a scattered-walk, scared breathless by him.

"Good," he crossed his arms over his armored chest, turning back to face the runes, "You'd better be."

Charmcaster stepped in front of the massive circular rune design drawn onto the stone-floor, "A-All I need to do is s-summon the Door to Anywhere," she turned her head to look up at Kevin standing beside her, who was more focused on the runes themselves than her explanation, "Once I do I can use a knowledge incantation to-" she was abruptly interrupted once again.

Kevin growled, turning quickly to face her, he grabbed her wrist tightly and pulled her close to him with excessive force; her expression winced at the pain, almost being pulled off her feet, "Why are you telling me instead of just doing it?!" he shouted in her face, tossing her arm away, knocking her back onto her rear as her witches hat fell beside her and her long silver-hair frayed in front of her eyes.

He took an intimidating step toward her, causing her to flinch as she covered her face with her hands in fear of being struck, like she had been so many times before, "I-I'm s-sorry baby, I promise I w-wont do it again!" her fear of him obviously caused an unintentional stutter to surface, practically crawling away, showing the serious post-traumatic-stress he imposed on her over the years.

"Then get up and get to it, witch…" he practically spat, not bothering to help her up, he absolutely loathed weakness.

Charmcaster took a deep breath, scattering to get back to her feet, she cleared her throat and wiped her eyes as she got back into position; approaching the runes nervously at first, her eyes suddenly illuminated with pink-light, the same-colored energy enveloped her hands as she spoke with an intimidating echo, "Esporow Via Esprolixas Capti Capters Few Sonmow Lenton Oway On Respicklas Lokis Lusses Via Astendus Ocultes Ienwua!" the runes designed on the ground before her were traced with hot-pink flames, and with a single clap of her hands, a bright light consumed the floating plateau they were on.

When the light dissipated, a giant two-story tall wooden-door appeared before them atop the runes; it was trimmed with a grey-stone archway, a single grey crystal embedded in the center of the zenith in its arch. Charmcaster clearly wasn't done, still floating with the same aura of pink-energy coursing around her body, "Indagamus et tradas mihi nomen universi heros omissum in!" the gateway hummed with a loud and vivid vibration as the crystal suddenly illuminated with bright-pink light, displaying a symbol in an unknown language as the doors suddenly split open for them, revealing a vortex of energy, though they were unable to see through to the other side.

Kevin flashed a sinister smile, taking a few steps toward the glowing gateway just as Charmcaster levitated down to her feet beside him, "There, I did it, j-just like I promised! You can go get your revenge now!" she watched for his reaction, to see how he would respond to her but, she had been so conditioned by him, she couldn't help but collapse to her knees in front of him, "D-Did I do g-good, baby?" she begged in front of him, tears welling behind her eyes despite her begging smile.

Kevin finally turned to look down at her, raising a brow as his smile faded, "Yeah, you did good alright but, you're not done yet…" he muttered to her, kneeling down to face her at eye level, he gently placed his fingers just below her chin, cradling it.

Charmcaster smiled, feeling his warm touch, she loved this side of him so much, it seemed to drown out all of his horrible and violent tendencies; he smiled and helped her up by her hand, "What more can I do for you, my love?" she asked, her nerves settling along with her stutter as he reached out and caressed her cheek.

"You're going first," he stated bluntly, reaching back down to gently grab her hand, guiding her with him towards the swirling vortex of energy.

Charmcaster gulped, staring up at the towering portal which she'd summoned before her, "I-I don't know about this… we still don't know w-when or where it'll lead to," she tried to point out how unsafe it was but, this unintentionally angered her lover.

Kevin tightened his grip on her wrist, bruising her severely with his enhanced strength as he pulled her in close to his face so he could growl at her, "Are you telling me you were going to send me somewhere that you don't know is safe? Were you trying to get rid of me, Caster?!" he shouted, his teeth and eyes semi-mutating into more feral sharpened fangs with glowing crimson pupils.

"No!" Charmcaster shouted back vehemently, tears welling in her eyes once again, they began to stream down her cheeks as she pleaded, "O-Of course not, b-baby! I w-would never do that, I-I love you!" she pleaded.

"Then prove it, jump through the gate, unless you were gonna send me to some trash dimension where you could be free of me?" Kevin's face slowly returned to his humanoid-form, letting go of her hand while pushing her forward, sending her to her knees only a few feet from the open gateway itself. It pulled on her gently as her hair swayed towards, a gentle vacuum sucked in the surrounding air as she stared into the glowing swirl.

She sniffled a bit, adjusting her purple trench coat as she stood back up, glancing back at her mutated 'boyfriend' giving her a disapproving glare, she took a deep breath, looking up at the gateway. Charmcaster had spent far too many years under Kevin's thumb, she'd been sent back and forth to the Null Void dozens of times in the last twenty-years, and each time she did, he would find her. Using her for… many different things a man trapped in isolation for years might need, including trying to escape with her but, the last time she had, she left him behind in hopes of getting away from him for good. She'd practically become his pet by that point, and it seemed this time, he would never let her go; that being said, she didn't have the will power to defy him, instead, she was nervous due to the fact that she just wasn't sure what dimension the portal led to.

"Get on with it!" he shouted from behind her, causing her to flinch slightly at the sound of his voice, she came close to the portal where she was literally a single step away. Charmaster took a deep breath before taking that last step through, vanishing behind the pink swirling spiral. "Guess that's about all the reassurance I'm gonna get…" Kevin flashed that same sinister smile once again, narrowing his eyes at the portal, "I'm comin' for you, Benji…" he trailed off with a harrowing laughter that cackled through the void until he dashed through the gateway at super-speed leaving a trail of black and grey in his wake from his body-armor.

The Door to Anywhere retreated into the ground as a flash of light engulfed the area, leaving no trace of the villains as it dissipated.

…

Nevada Desert

"So… remind me again why we picked this mesa to climb?" a young red-headed college graduate announced her question up towards her boyfriend, who had begun his climb of the massive natural structure before her leading to him being ahead.

He adjusted his foot on a ledge he felt was safe before looking above him for an area for his fingers to next latch on to, "Because…" he answered as he continued his climb, nearing the top ledge of the mesa, "Once we're up there, we'll be able to see half of Nevada!" he said enthusiastically, reaching for the ledge as he began to pull himself over it onto a flat surface.

"That's it?" she responded incredulously.

He paused before climbing over, thinking about her question for a moment, "Well, we'll be able to see the three towns close to the mesa too," he shrugged down at her before looking back up, grabbing hold of the ledge with both hands and pulling himself over it in seconds.

She sighed exasperatedly, responding with a bit of playful attitude, "You are so dumped when we get down from here," she feigned with a half-smile, approaching the same ledge that he had just moments ago.

She did her best but, was grunting audibly, struggling to get a proper foot hold, she held her hand over the ledge for nearly a minute, "A little help here… Billy?!" she shouted, however, no help came as he boyfriend hadn't even made a sound. She groaned, rolling her eyes, before taking another minute to pull herself up, barely getting her torso over the ledge before rolling to safety, "Rule number one of rock climbing: You never, ever leave your…" she trailed off, there was no sign of Billy, just a massive black-and-silver oozing creature or thing taking up most of the space on the large mesa, she couldn't tell for certain but, it somehow seemed alive.

She backed away several steps until she noticed one of Billy's shoes discarded at the base of the bulbous, pulsating, object; this prompted every horrifying theory to cross her mind as it hissed at her, jettisoning two metallic-spider creatures larger than most domesticated dogs. There wasn't a person around for nearly twenty-miles, nobody heard her bloodcurdling scream which echoed through the surrounding desert.

…

New York City – Time Square

XLR8 dodged between bright neon-green blasts of radiation-fire, striking the ground behind the speedster at each turn as a black-and-white blur sped through the street, disorienting his enemy who continued in his attempt to target him. Joseph Martin, once a reigning heavyweight boxing champion for nearly a decade, saw his dominance end when he was defeated by the League's formidable Wildcat. Following his fall from glory, Martin was driven to take a hazardous job cleaning nuclear waste. A tragic accident during this work transformed him into the Atomic Skull, forcing him into a life of crime. After many years in and out of prison for numerous encounters with Superman and the League, he teamed up with another villain in an attempt to relieve a high-end jeweler of an assortment of diamonds, which certainly wasn't Skull's modus operandi.

As the speedster darted around the villain, gradually wearing him down, Diana faced off against his partner—a female villain who had also been mutated by an accident. However, her "accident" stemmed from secretly experimenting with a mutagen and using the wrong dose. Her mutation resulted in a body covered in spotted short-haired golden-fur resembling the wild-feline in which she got her super-villain name, the Cheetah. Using her sharpened-claws which could shred solid-steel with ease, Cheetah lunged at the Princess, slashing at her forearms protected only by the enchanted bracelets over her wrists. Each strike sent sparks flying through the air as Diana did her best to mitigate every move, dodging and weaving as much between the blows which as she was able. Finally, she noticed an opening as Wonder Woman ducked beneath a wild-slash over claws meant to carve at her face, using the opportunity to uppercut the villain in her lower-abdomen, sending her back on her feet from the force.

Suddenly, as XLR8 continued dashing around Atomic Skull who littered the streets with blasts of radiation, which had less and less accuracy to them as time went on, the speedster received an incoming message from the Watchtower. J'ohn spoke up through the comm connected to the nano-bots he'd built into each transformation, "Ben, you're needed, are you busy?"

Just as Cheetah recovered, getting to her feet, XLR8 finally came to a stop for just the briefest of instants, drawing Atomic Skull's attention just enough to watch him prepare another blast, dashing away just in time for the emerald-flames to strike her still standing behind him directly in the furry-chest. She was hurled through the air by a bright-green beam of energy, slamming back-first into a lamp-post. In the same second, after leaving his spot in front of Cheetah, he immediately rounded Atomic Skull's close quarters at massively hypersonic speeds, forcibly spinning the villain as well until XLR8 stopped several feet away, watching as he stumbled dizzy right into Diana's cocked left fist, knocking him unconscious in one blow.

XLR8 exploded in a flash of emerald light, returning him to his human form, "Nope, what's up?" he said nonchalantly, watching a team of SWAT Police with League sponsored gear to detail the two super villains. Diana approached from behind, grabbing his wrist, pulling his hand from his ear so she could speak into his comm, obviously not having hers in, "He means to ask you if it's an emergency, we were on a date before we were interrupted," she insisted before releasing his arm, clearly not happy about not being able to finish their night together.

"It is, in fact, we're going to need you too, Diana," J'ohn answered with an urgency in his voice that the Amazonian hadn't heard in quite some time; the last time Ben had heard it, a meteor was seconds from hitting a populated city, "I'm teleporting you back to the Watchtower now…" he trailed off for a moment before they were picked up by a beam of teal-blue energy consuming them in light, dematerializing their bodies from the street.

…

Nevada Desert

"This is a priority alert from U.S. Space Command. We are requesting a rapid-response force deployment from Nellis Air Force Base to contain and counter an extraterrestrial landing. This is not a drill," After the alien-object was spotted by a military satellite some hours after the missing reports of the climbers came through to the nearby towns, a full joint response by the U.S Army and Air Force was greenlit as over a dozen green-camo helicopters approached the masa, "First wave, secure perimeter," one of the soldiers shouted as each chopper deployed a dozen men with rifles and flame-throwers aimed at the target.

As they slowly encroached on the object, they could see more of it now; a large, living mechanical entity that blended organic and technological elements, pulsating with life. It featured a complex array of metallic parts, glowing-crimson sections, and various mechanical pipes and sensors. The soldiers were baffled as, once they'd reached a certain proximity it seemed, the object began spewing from an opening in its hull a horde of large spider-like mechanical creatures.

"Open fire!" the soldiers unleashed their ammunition on the drones, the bullets did little damage, and the fire from their flame-throwers rolled over their shells harmlessly, though they didn't seem to be attacking anyone directly. The drones immediately went for the parked helicopters behind them, swarming them as the soldiers were forced to fall back. This was when larger, more threatening, wolf-like quadrupedal drones generated from the top of the hull, leaping down to attack soldiers with their razor-sharp claws.

One soldier held his radio up to his face, contacting his superiors who had put him directly through the team headed his way, "Containment has failed! We are taking heavy losses; All my men are down! This is a massacre! Requesting emergency support! We cannot contain them, I repeat, we cannot co-" the signal was cut off to static as the entire company had been wiped out by the invading force.

Superman flew through the air alongside a Javelin headed straight for the Nevada Desert, he took his finger from his ear with a distraught expression, "Sounds like the commander could use reinforcements! Let's hope we're in time to give it to him," he noted aloud, this time through his comms into the speakers of the Javelin.

"We'll give it to him, all right, and then some…" Wonder Woman stated bluntly aloud, highlighting in her tone her confidence in the team they'd thus far assembled. In the ship with her were the heroes who couldn't fly of their own freewill aside from herself including, Vixen, Green Arrow, Elongated-Man, and The Flash. Flying alongside the ship with Superman was Jetray, Supergirl, Green Lantern, Steel, Red Tornado, Shinning Knight, Captain Atom, Stargirl, Booster Gold, Dr. Fate, and Batman within his own Bat-Plane, "Strength in numbers and all that," she finished her statement with that as the Javelin approached the mesa, now surrounded by a ring of hundreds, if not, thousand of spider-drones making their way towards the nearest town.

…

Metropolis

In the middle of the street, in the exact same place the shapeshifter had first arrived in this Universe, a mystic circle of Bezelian runes suddenly formed over the road outlined in pink-fire; cars skirted to a halt before it, one of which careened out of control, hitting a lamp post. Seconds later, the Door to Anywhere rose from beneath the asphalt, swinging open its doors and revealing a spinning purple vortex of colors warping in and out. Within minutes, as Kevin gaslit his unwilling participant into going first, a group of black Humvees pulled into the street, evacuating the area with Governmental authority. They had the entire street locked down before Charmcaster came stepping through reluctantly; snipers on rooftops adjacent to the gate fired when ready which were their orders.

Before she could react, Charmcaster was struck in the arm with three identical tranquilizer syringes, she quickly swung her arm in the direction of the attack sending two mana bolts into a nearby mailbox sitting on the sidewalk. She never saw the shooter, the street began spinning rapidly as her eye-lids fell half-shut, wobbling before collapsing onto the asphalt, unconscious.

Kevin on the other hand used his Kinceleran speed to dash through the portal, out of sheer excitement for his twenty-year long venture to return to the same world as his rival, be it his original reality or this one, to exact his revenge. He came to a stop two-hundred feet down the road, having seen Charmcaster collapse on the ground, he stopped to see if it was Ben who had stopped her, simply not used to other heroes or capable agencies existing. He turned in a slow circle as the snipers adjusted their aim, "What the-" he turned and caught a high-powered projectile midair, one of the tranquilizers fired from a pressurized rifle, he crushed it in his hand out of anger, despite his smile. Still unsure of what was going on, he ran back towards Charmcaster in a blur, managing to dodge several more of them, shattering on the street. This proved to be a mistake on Kevin's part as the street had already been completely surrounded, once the first few missed their targets, they were authorized to open fire.

He managed to dodge a few more before being struck with the first sedative in the back, Kevin turned as his body began to mutate, backhanding one of the darts out of the air but, as he did, the snipers on the opposing end of the street sent five more darts into his back. His mutation ceased as he began returning to his human form, he attempted an escape but, found he was much slower than he was just seconds ago… it wasn't just a tranquilizer, it was somehow fulling his alien-abilities as well. Kevin tripped and rolled to a crouch, breathing heavily as he looked around through his long-black hair which hung in front of his eyes, he was hit with several more darts before finally collapsing face-first onto the street. With the heroes busy with a near-full deployment towards the situation growing in Nevada, even J'ohn sitting aboard the Watchtower was completely unaware of this occurrence. The Door to Anywhere vanished in a burst of pink light, leaving the street empty as if nothing had even happened; the personal security soldiers were joined by men with nearly identical facial profiles wearing identical black suits, ordering the security to gather the two foreign 'assets' as they were referred to.

…

Nevada Desert

Batman used his highly expensive instruments aboard the Bat-plane to analyze the object, using the League database to compare it to other species they've come across as well as its behavior to deduce what it might do next, "It's growing bigger. It's somehow devouring everything around it and converting it into mass," any information he could give to the heroes who approached this foreign enemy would be helpful.

Diana spoke into the microphone from the pilot seat of the Javelin, "And those spider-like things?" she asked, seeing them surging towards the left-over military equipment, "The same. And once they're done with the debris from the Army's attempt to beat them back, they're going to spread out to those three towns," he noted from his own aerial view, watching the military's attempt at evacuating the town as quickly as possible.

"Ben, does this look at all familiar to you?" Batman asked a critical question of their resident alien-expert, who swooped over the horde of spider-like creatures, weaving out of the way of one of the wolf-resembling drones as it lunged up at him.

Jetray sighed, heading back up into the air to circle back in the same airspace as Diana, Bruce, and Clark, "Unfortunately, I've seen weapons like this before… long story short, two alien races at war spanning entire star-systems, one jettisons a device onto the home world of the enemy, a device programmed to do exactly what Batman described. It eats until the entire planet is gone. The planet's core becomes unstable, the resulting explosion sends it catapulting through space until it hits the next closest enemy world, repeating the process ad infinitum…"

"So, what you're telling us is that these towns are the least of our problems?" Superman inquired, still flying alongside the Javelin, it was hard to believe something so small could consume an entire world, but Jetray would make it quite clear.

"Those spider things will go coast to coast, eating sand, rock, coral-" the flying crimson stingray was still speaking when Batman cut him off from his personal jet.

"Flesh, bone… I think we get the picture," he finished.

Suddenly, a transmission came in from the Watchtower, "Diana, I have the communications feed from the general on the ground. Patching it through."

Diana pressed a button on the console as an audio feed from the ground came through, she addressed as formally as possible, "This is Wonder Woman, go ahead, General," she announced without taking her eyes off the sky before her.

On the ground, at the border of the nearest town, a sixty-year-old army-man in green with grey thinning hair spoke through a hand-held radio, overseeing the evacuation with his men, "This is General Eiling, USAF. We're in the process of evacuating the three towns in the immediate vicinity. We need those... things locked down!"

Batman overheard this transmission, turning his jet back through the air and circling around over the organic machine, "Then the first task is containment. I've got something onboard that may buy us a little more time," the dark-knight glanced to his right, flipping up the emergency-cap on his console, flipping the switch beneath confirmed the launch of a rocket from the belly of the bat-plane directly into the heart of the machine. It didn't detonate like an incendiary with flames, instead it released a powerful cryogenic fume which quickly encased the entire thing, inside and out, in hardened ice.

Jetray pulled through the air to fly beside the black jet, looking through the glass at the man behind the wheel, "What was that?"

"Fermionic gas, cooled to within a few degrees of absolute zero," the bat answered stoically.

"Why would you ever need something like that onboard a plane?" Jetray asked, completely confused at the random preparedness his arsenal usually had.

"I needed to freeze the Gotham River once. Long story."

As they approached, the Javelin pulled down towards the ground, landing slowly about a quarter-mile from the edge of the line where the horde of droids were fast approaching, "Move in!" Superman shouted as the fliers swooped down into the fray.

Supergirl used twin beams of heat vision to cut through dozens of spider-drones at a time on the front lines, Green Lantern was sending powerful blasts of will power energy into the center of the horde creating pockets that would far too quickly refill themselves as soon as several dozen were vaporized. Booster Gold, Captain Atom, and Dr. Fate each sent indiscriminate beams into the fray, incinerating hundreds between them but, still the numbers grew, "Good job. Surround them and close in!" Jetray shouted from above as he exploded in an emerald flash of light, emerging from the glow as a pale one-eyed ghostly figure with a wisping tail for a lower-body. Ghostfreak grabbed either side of his pasty body, pulling it apart and revealing horrific tentacles which unleashed a deep-violet purple beam of Corrordium-radiation, carving a thick trench in their forces.

…

Undisclosed Government Facility

Kevin woke from his tranquilized nap with a startle as he'd trained himself to do in the Null Void, never certain when a bandit or wild creature would attempt an attack on his life next; he shot upright in the cot he was placed in, breathing heavily as he slowly turned his gaze to the rest of the room, scanning his surroundings. He was alone aside from just one woman, sitting in the corner on the floor. She was younger than he was, maybe twenty-one years-old he assumed from what he could see of her figure as she glanced over at him with crystal-clear blue eyes, her shoulder-length blonde hair swaying with the motion of her head.

He swung his legs over the side of the cot, placing his feet against the ground, however once he even considered actually standing a wave of biliousness crashed over his body from the sedatives, keeping him seated on the cot, "Where the hell are we?" he announced across the room at the only other woman in the room, "Who are you?"

She raised her brow at him, not bothering to answer him, she turned her head, looking away without paying him any mind; the room they were in was completely white from floor to ceiling, there was only one padded door with no windows or openings. She opted to stare at the wall rather than converse with him at all. Kevin frowned at her lack of interest in answering his questions, his anger pushing passed the nausea seething in his abdomen as he stood up, crossing the room in a huff, "Didn't you hear me? I asked you a question!" he grabbed hold of her wrist, pulling her to her feet, and not an inch further. He felt her pull back on his grip, even with his enhanced strength, he couldn't even make her budge; though the look in her eyes told him that she was feeling out his strength in a similar way, looking down to her arm in confusion as if she was baffled he'd gotten her this far. "So, you're strong, what's your name?" he looked down into her eyes as he asked with a smile.

She pulled her wrist from his grip with force, only making him even more excited as she displayed strength even greater than the average Tetramand's before answering, "Don't have one," she responded.

Kevin took another look at her, noticing her slender form wrapped in a form-fitting white bodysuit with a distinctive cut-out at the chest which showed off her cleavage; featuring short sleeves and accessorized with a gold belt at the waist, complete with a circular buckle, "That's a shame, a cute thing like you, goin' around nameless like that," he folded his arms as she stepped back into her corner, leaning against the wall.

"Well, I started calling myself Galatea when they started sending me on missions but, nobody calls me that here," she looked away at the far wall, averting his gaze was difficult when there wasn't anything else in the room to stare at.

Kevin looked over at the door, he was sure now that there was something in those darts aside from sedatives, he could feel the alien-biology he'd absorbed and controlled in the past being suppressed by something. He realized quickly enough that he'd have to wait for an opportunity to break out, though, now that he was getting acquainted with this strong, beautiful woman, he was having second thoughts on breaking out immediately.

"Well, Galatea, do you know where we are?"

The blonde beauty raised her brow at him once again, as if the answer was obvious, "Of course I do, we're in Cadmus Headquarters."

Just as she finished answering his question, the door Kevin was considering breaking down slid-open to the side mechanically revealing four people, two of which were clearly just guards armed with electrified-batons and body armor. The guards pushed the third person back into the room, collapsing onto her hands and knees in front of the Osmosion; Charmcaster had tears running down her face, looking up and grabbing hold of Kevin's leg, "I didn't t-tell them anything, baby, I s-s-swear!" he only sneered at her in disgust at her submissive weakness.

Galatea backed into her corner when she made eye-contact with the fourth person; a shorter, over-weight woman standing between the guards, obviously fearing her for some reason despite her own strength. The woman stepped into the room where her high-heels clacked against the white-floors beneath them, the African-American woman was wearing a navy-blue pan-suit, turning her attention to Kevin as soon as she was fully in the room with them, "My name is Amanda Waller, and she's right, she didn't tell us anything we didn't already know… she's useless."

Kevin didn't respond, not taking the opportunity to agree or disagree though, he would argue the former as he only ever found use in Charmcaster for two things, and one of them was escaping to this new world in the first place. Amanda turned around, making her way back through the doorway, "Come with me, Mr. Levin, we have plenty to talk about…" her voice exuded a level of confidence that peaked his interest.

"Why would I go anywhere with you?" he insisted, folding his arms over his chest in protest.

Amanda turned her head over her shoulder, looking at him with a coy smile without turning around, "Because you're a smart man, and I know exactly where Ben Ten Thousand rests his head at night."

Kevin smiled in response to this, unfolding his arms as he kicked through Charmcaster's grip on his leg, shaking her off him and following after her, "Now you're speaking my language."

…

Nevada Desert

After a few seconds of scanning the original-mass which spawned them now completely encased in ice, the spider-like drones restarted their march towards the nearest source of raw materials; the Javelin landed just outside the front line with Flash zipping down the hatch and into the fray, using his raw friction to plow through dozens of drones at a time. Seconds later, Green Arow, Vixen, and Crimson Avenger sprinted from within the ship, using their individual weapons to take down drones one at a time.

Ghostfreak exploded in a flash of emerald light, sprinting from the glow as Diamondhead with his arms shaped into jagged-blades, slashing at the ground where the drones surrounded him on all sides; quickly being overrun, he realized he couldn't stab and slice faster than they could crawl atop his body, attempting to eat his crystal-mass but, finding they couldn't process the biological substance that made up his body. Regardless, he was swarmed and consumed by a horde of spider-drones until he couldn't see the light from the sky. Thousands of them piled atop Diamondhead's body until a burst of speed coupled with a crimson blur circled the dogpile at several hundred times faster than sound, shredding the drones, and creating a vortex that sent them spinning off the hero's body.

Flash came to a stop beside Diamondhead, who was lucky to be still in piece as he felt and looked over his own body, searching for missing chunks, "You okay, man?" the speedster asked.

"I think so, I don't think they can process my crystals…" Diamondhead responded, looking down at his thick, crystalline fingers.

Wally used his arms, spinning them in circles rapidly, to create a wind-funnel which kept the drones at bay while they spoke, "Why don't you just transform into… whatever these things are, maybe let them know my arms are getting tired," he was mostly joking but, this did remind Ben that his Omnitrix was capable of scanning alien DNA, which he hadn't done since he was sixteen years old.

After a few seconds, Diamondhead responded just as Wally ceased his wind funnel, striking the ground, summoning giant shards of crystal from underground, impaling and plowing through several hundred drones, "These things aren't sentient enough for that, it's just working off its programming," after a few quiet seconds, the two heroes were baffled as the drones began crawling over, and eating through the shards, "And they're adapting," if he had a flesh-throat, the Petrosapien would have gulped out of fear watching the drones eat a hole through the same crystal his body was made of.

Wonder Woman exited the Javelin seconds later, approaching as the League member's she'd brought with her had effectively pushed the enemy spider-drones back, "Keep it going! Push them back further!" she announced with her hands cupped around her lips in order to project her voice over the explosions and fighting.

Superman floated down, landing beside her, as he looked out at the still frozen mass sitting atop the mesa several hundred feet away; something didn't feel right about how easy this was, it didn't feel like entire armies would fail to stop this before their planet was consumed. "Hold on a second…" He narrowed his eyes, using his telescopic and x-ray vision to scan the original mass which appeared inactive due to the ice, however; upon closer inspection, he found the interior had already thawed completely, and the drones were tunneling through the mesa itself. He gasped, following the tunnels across the battlefield up to his very feet, "They're right under us!" he shouted with urgency.

The ground shook below their feet as dozens of drones sprouted, lunging up at the heroes who did their best to defend themselves; Diana backhanded one after the other, using her indestructible bracelets to crush them with one swing while Clark used his heat-vision to incinerate one at a time into tiny clouds of smoke. Flash dashed out of the way as another wave of drones swarmed over Diamondhead, though it didn't last long as less than a second later, the spiders were sent flying through the air as an emerald explosion of light beneath the swarm revealed Humungousaur thrashing from below, stomping on dozens of them at a time, grabbing hand-fulls, and crushing them in his grip with a mighty prehistoric roar.

Within seconds, the Javelin was overtaken by the drones, pulling it underground as they consumed its materials, shredding it to pieces as the heroes fought for their lives.

…

Goldhanger; 1.5 Miles Away

The General clung tenaciously to the tail end of a camouflage-green Humvee, his keen gaze sweeping over the scene as his troops diligently marshaled the town's residents. He oversaw the orderly procession winding through the city streets, directing the civilians towards the array of evacuation buses strategically positioned at the city's periphery. His presence, a steadying force, underscored the gravity of the situation as each citizen was guided towards safety, away from the impending peril, "Wonder Woman, can you hear me? I'm in the town of Goldhanger, two klicks from you, and we're not gonna get everyone out in time!" he shouted through his radio, concerned with the encroaching forces.

"You won't have to," J'ohn spoke through the comm system, patching into the General's radio signal to speak to him directly once again, "The Watchtower is now in stationary orbit over the site. I'm clearing the binary fusion generator for firing."

"The what?!" he shouted in response.

J'ohn continued setting up from his end by summoning a large control panel from the floor of the monitor-deck, setting up the proper safety protocols as he explained, "It converts our space station's entire power output into a single shot. It's a gun with the punch of a small nuclear weapon, General."

"Dear god, you're not serious…"

J'ohn returned to the console where he finalized the calculations on geo-orbital launch, "We're very serious. Now, pull your men back; we can't hit the aliens directly because it could scatter them for miles. So, we're going to be burning a trench around them instead in order to buy you enough time to get those people to safety…"

The general turned to his men waiting with their rifles aimed at the backs of the heroes, covering them incase they failed; he barked his orders to them in fear of what would follow, "Fall back! I repeat, fall back!" the men pulled their rifles, turning to sprint back towards the evacuating city.

J'ohn waited as alarms blared around him, signifying to everyone on the satellite that they were about to fire a twenty-kiloton condense ion blast towards a populated planet, "Binary Fusion Generator Prepared For Discharge," a female automated voice announced to the Martian who reluctantly pressed down on the crimson-button in front of him.

The overhead lights went out as the bright-red emergency lights shun through the darkness, the entire station vibrated with an intense shaking that nearly knocked the remaining heroes and staff members off balance.

On the ground, Ben had transformed back into his human state as the heroes strategically retreated several hundred feet, they watched intently as a vivid, neon-yellow beam of energy descended from the heavens, striking the ground with astounding force. This luminous shaft, piercing through the atmosphere, unleashed a tremendous display of power as it made contact with the earth, radiating waves of energy that shimmered across the landscape as it carved carefully around the enemy. The spectacle was both awe-inspiring and terrifying, a stark demonstration of the raw, unbridled energy unleashed from above. As the beam cut through the solid-ground before them, Ben couldn't help but feel slightly uneasy with the League never mentioning a weapon comparable to WayBig's cosmic-blasts in their arsenal.

J'ohn sat in the darkness as the high-pitched whine from the massive building-sized cannon below them died down, each and every console went dark as the station lost all non-emergency power, "An hour until we find out if it worked…" he sighed.

On the ground, Superman stepped forward as the spider-drones waited at the edge of the smoldering trench, nearly a hundred-feet wide and several hundred-feet deep, processing what they should do next. The Kryptonian narrowed his eyes, "That should buy them some time to get the townspeople out, now I wanna learn about these things…" he trailed off as he focused in on the drones themselves, using his microscopic and x-ray vision in tandem to look even deeper into their mechanical biology. "I think Ben was right," he announced.

The shapeshifter in question approached, standing beside Diana and Clark now as the other heroes stood in wait forming a line between the trench and the towns in the distance, "Aren't I always right?" he snarked confidently.

Diana smirked, rolling her eyes with a playful smile as she turned her attention back to the Kryptonian, "What do you mean?" she asked.

"The main spacecraft is replicating them. There's some kind of molecular machine inside each of them, a sort of dark heart building around itself…" Superman explained, turning his attention to the other two heroes as Batman suddenly spoke through the comm system from above them, still aboard the bat-wing.

"Then we need to get inside the heart and shut it down from the source," the dark-knight laid out his thinking as he formed a strategy to relay to his teammates, "Ray Palmer is the world's most foremost expert on nanotechnology and microbiology; he was unavailable this morning according to his assistant," he explained.

"I didn't have that option…" Ben chided, folding his arms.

Diana turned her head, raising her brow at him with a coy smile, "You don't have an assistant…" she pointed out.

"I could have an assistant if I wanted one," the shapeshifter explained before being cut-off by the dark knight once again.

"I hate to interrupt this productive discussion; Superman will fly to Boston and retrieve the Atom, we'll hold the line here until you get back," the dark knight gave his orders as the Kryptonian nodded in response to Diana and Ben before taking off into the air, clearing a safe distance above the ground, and bolting into the distance at hypersonic speed with a clap of thunder from the sonic-boom echoing over the desert.

The crimson blur of the scarlet-speedster trailed in beside them, pressing his finger against his ear, "Why didn't you send me? I'm way faster," he reasoned.

"The odds Superman get's distracted are… significantly lower…" Through the comm link, Batman elucidated the situation, as he spoke, Wally's expression shifted noticeably; his initial enthusiasm dampened as he grappled with the disheartening reality.

…

Nevada Desert – 15 Minutes Later

Superman flew threw the air, slowing down on approach as the Atom used his ear-canal as a cave to take shelter during their hypersonic flight, "Fifty years ago, Dr. John von Neumann imagined that self-replicating robots would be how we'd explore the universe. Send one robot out. Order it to build another ten wherever it lands. Another ten are sent out in all directions…" he explained directly into the Kryptonian's eardrum.

"I think we have one of those in Nevada, Ray," he responded reluctantly.

Ray leaned against a wall of cartilage, rubbing his chin as he considered the ramifications, "Then we're looking at the big nightmare of nanotechnology. A machine that can build clones of itself out of atoms of… anything. What would stop them from building until everything is gone?"

"Our alien expert says it might have been used as a weapon in a war, is that even possible?" Superman asked, keeping his eyes on his direction, ensuring he was headed back to Nevada at top speed.

Atom responded more enthusiastically than he should have, "Absolutely! Though, unless we're involved in an intergalactic political incident we don't know about, I'd say are nano-robotic friend is running astray…"

Suddenly, in his other ear, Batman came through the comm-link with his nonchalant stoic as usual, "Got an ETA yet? We need you…" he said blatantly.

"I'm almost there, how's the trench holding up?"

Batman looked out the window of his bat-wing, staring down at the ocean of spider-drones advancing passed what was once the trench in question, "What trench?" He responded coldly, making a point that it was traversed with ease.

On the front line, every hero present unleashed everything they had on the waves of drones that continued to flow from the heart centered at the top of the mesa. Ben was transformed into Chromastone floating along side Green Lantern and Supergirl, firing rainbow-cascaded beams of light down at the drones, eradicating as many of them as they could. Diana caught two spider-drones lunging at her in either hand, clapping them together as they exploded into several pieces; this time though, she watched as they reformed from the debris into several more drones from just the two.

Batman flew overhead, flipping two switches on his console which launches two different rockets into the crowd of drones, exploding in a large fireball, though it seemed to do very little. "That was the last of my useful armaments. I can't do any more…" he announced through the comms, circling around the icy outer shell of the alien-heart. As he did, two large wolf-like drones broke through from the thawed interior of the machine, landing on the bat-wing as it flew passed. He did his best to shake them, doing aerial maneuvers in order to send them flying, however; they used their razor-sharp claws to cling to the wings of his jet, using them to dig through the mechanics.

One of the wolves leaped onto the glass canopy covering the pilot seat, prompting a short gasp though, the surprise didn't last long; he took action, punching the 'canopy-release' button, sliding the glass back as the wolf tumbled off the jet, being incinerated by the afterburn. Using this same opportunity to launch two bat-a-rangs into either wolf-drone on either side of his jet, the explosives sent them flying from the wings. With one left he hadn't noticed approaching dead-center, the dark-knight pulled a release juxtaposed to the seat, ejecting him into the air where his chair would turn into a rocket-powered vehicle capable of landing itself safely. Before the jet-wing crashed, the wolf-drone aboard it unhinged it's jaw where an automatic style projectile weapon fired on him still mid-air, destroying the seat he was on as he unbuckled himself at the last second.

Batman pressed his finger to the comm in his cowl as he fell faster by the second from over a thousand feet up, "Batman to all points, I could use some air support… since I can't fly… at all," he put emphasis on that last part, watching the ground approaching quickly, "Now would be good," he finished stoically as Superman swooped in at the last second, gently catching him to avoid whiplash as the Kryptonian headed for the front lines with both heroes in tow.

Batman didn't waste a moment before getting back to business, even while still midflight under Superman's arm, "The spiders are forcing us back, and the mother ship is releasing mechanical attack tigers to protect them. Where's the Atom?"

"Getting a little sweaty in here," The Atom announced, his voice barely audible to the dark-knight, "Is that Batman?!" he shouted, not able to see from his perspective.

"Find Wonder Woman and Ben," he instructed as the Kryptonian nodded, scanning the battlefield for said heroes with his incredible vision. Once he spotted them, still blasting away at the drones as they lunged at every hero on the front line in an attempt to get passed them.

Chromastone swatted one in half as it exploded on his forearm before continuing to fire a beam of light into the horde, burning a path through them as it was quickly filled with another wave of spider-drones. Wonder Woman was at his side, using her bare fists to punch straight through the robots as they attacked, once she saw Clark floating down from the sky, she took a step forward, slamming her bracelets together with all her strength as a mystic-shockwave blew back over a hundred of the drones surrounding her, giving them room to talk as other heroes gave them cover.

"This is a losing battle! We destroy one, the main vessel breeds three more!" Diana shouted as she came face to face with Batman and Superman, the latter of whom pulled something from his ear that slowly came into view, growing exponentially with rings of energy surrounding him as he did.

Chromastone exploded in a flash of emerald light once again, returning to his human form, he greeted the Atom with a handshake, "Welcome to our nightmare. Can you help?"

Batman stepped forward, putting his hand on either of their shoulders, "You both can, you need to brainstorm, fast," he emphasized, looking out at several heroes who were close to being overwhelmed by the sheer number of enemies.

"Why don't I just transform into Way Big and eradicate the source? I hit way harder than a space-laser, and my cosmic-rays are precise, I wouldn't be scattering anything," Ben reasoned, having wondered from the beginning why that wasn't an option, he heard J'ohn's reasoning to the General earlier, and had been wondering about it since.

Atom shook his head, looking Ben in the eyes, "You have to understand, making metal out of rock is a microscopic process. The core control is issuing instructions at an atomic scale. You can't just smash up a machine the size of an infection. Leave a crumb of it intact, and it'll start all over again," he explained.

Ben smiled suddenly, snapping his fingers at them, "Wait a sec, let me get a guy can actually brainstorm…" without another gesture, he was engulfed in a flash of neon-green light that consumed him, altering his DNA instantly. When it faded, a creature resembling a crustacean with a brown exoskeleton and menacing green eyes stood in its place. Brainstorm's body featured six sharp, articulated limbs and a streamlined, helmet-like head with a scowling mouth.

"This was not the Wednesday I was expecting…" Atom responded sarcastically after first laying eyes on Ben in this form, tilting his head out of sheer astonishment.

The air vibrates with the hum of the living, organic machine and it's army of defensive drones which continued to attack the heroes who held the line. Atom, adjusting the settings on his belt, speaks with a mixture of urgency and precision. "If we've tried every conventional method available, than there has to be an unconventional one we haven't… The living mass itself seems impervious to most physical attacks," the scientist rubbed his chin, thinking pensively on a strategy, "The core of the machine—it's like an organ, living and adaptive, we need to think beyond the external."

Brainstorm, whose voice resonates with a deep, melodious timbre, nods thoughtfully, turning with a shuffle of his many legs, "Indeed, the solution lies not in brute force but in strategic interference, If we are to halt the production of these drones, we must disrupt the internal processes of this bio-mechanical entity."

Atom paced slightly between Diana and Batman, his mind racing, having been quite some time since he was last challenged like this, and certainly a while since he had a relative intellect to bounce his ideas off of, "The heart of the machine—it's the central hub for drone production. In any normal machine, you'd have pipes running material from the source through out the rest of machine for precise construction…"

The Cerebrocrustation thought for a moment, raising his claw towards Atom as they spitballed back and forth, "In this case, each pipe would in essence serve as an artery, pumping blood to and from its source," he pointed out.

"Exactly, if we severe those arteries, we can choke out its production, and essentially send it into cardiac arrest," Atom answered with an enthusiastic shout.

Brainstorm turned back with widened eyes as he leaned in, intrigued, "An interesting proposition, you suggest an invasive procedure, akin to a surgical strike. However, the spatial requirements to navigate and reach the heart are exceedingly restrictive, are you positive your miniaturization can properly compensate?"

With a confident nod, Atom taps his belt, where his size-altering controls are embedded, "I think so, that's my specialty after all; I'll use my ability to alter my size, shrink down, and enter the machine… Once inside, I'll find a way to severe those veins and shut it down. It's risky, but it might be our only shot."

Atom turned to Batman and Wonder Woman who were waiting beside the two geniuses as they strategized a solution, "You have to get me to the main ship," he instructed as Ben transformed back into his human form, and all four of them turned to look out at the distance between them and the ship.

They watched as Captain Atom was swarmed by the drones, blasting them off himself one at a time wasn't quick enough as soon he was standing with no visible portion of himself left, struggling within a pile of the drones. He flew up to over a hundred-feet over the battlefield before exploding with the force of a small hydrogen bomb, eradicating the spider-drones attached to his person. Several other heroes across the battlefield were dealing with similar situations as the drones became overwhelming to even the most powerful League members.

Batman stepped forward, pressing his finger to the comm in his cowl once again, this time addressing every hero present, "All points, this is Batman. We have a new plan. We have to get the Atom to the main vessel. Ben Ten Thousand puts him and Wonder Woman there," the hero responded by transforming instantly back into Chromastone, considering he was one of the only few aliens that could both fly and pack a serious punch at the same time, "Half of us back her up. Everyone else, we draw a line here. No one is going to die because of us today," he paused, looking down at the Atom who shrank down to the size of a French-fry in the palm of Diana's hand, "Go!" he announced to everyone simultaneously.

"You ready?" she asked, prompting the Atom to shrink a bit more.

"Just don't squeeze," he asserted nervously as she closed her hand over him.

"Let's go to work," Chromastone stated firmly as he took off before Diana along with Superman, Captain Atom, and Steel to cover her as she too floated into the air, flying at a moderate pace over the horde of spider-drones encroaching on the small-town in the distance. Wonder Woman tried her best not to clamp down her on her fist when she backhanded the drones with incredible force, being saved several times by Chromastone intercepting drones that flew toward her with beams of light.

Suddenly, as if the heart knew it was under siege, hundreds of spider-drones leaped from the ground at the group of heroes protecting Wonder Woman; as she sent uppercuts and devastating jabs into any drones that came near her, it was getting to me too much, "We need more cover!" Chromastone shouted as Batman responded, watching their effort from the ground.

"Green Lantern, Supergirl, more air support on Wonder Woman!" Batman ordered through the comm-link as the two heroes dipped in from above, firing heat beams and will power blasts at the attacking swarm, clearing them a path once again towards the heart atop its mesa. With his attention on the strategy, Batman almost didn't notice two spider-drones creeping up on him, lunging at him; with only seconds to spare, he pulled two tomahawks that extended into long sword-like blades he used to cleave through them both with ease, sprinting into the fray, slashing at them with all his skill and finesse.

Vibe fired sonic blasts into a line of drones, pushing them back, and causing explosions that reduced them to shrapnel, Vixen used her mystic totem to access a tiger's physiology, using sharp claws to shred each drone as it came into her proximity. Vigilante drove through the trashed remains of drones as he fired expertly from his dual pistols, each round a small explosive that detonated on contact with its target like a small C-4 bomb.

Keeping her fist slightly open was proving a harder task than she expected as Diana was tackled onto her back by a tiger-drone, snapping its jaws at her with her forearm as the only thing keeping it's sharp teeth from her face. John saw this from above, using his ring to fire a glowing emerald chainsaw blade, firing into its open jaws, and proceeding to bisect it down the middle. Diana glanced beside her at Heatblast, who she hadn't seen transform through the heat of battle, struggling to keep a tiger-drone's head in place with both hands as he melted it's skull into slag, "I need both hands, Professor!" she shouted, opening her palm, and dropping the miniaturized man into her cleavage before taking off into the sky, relentlessly swatting drones out of the air as they came at her with both hands.

Using her lasso, she caught one of the drones in her snare, swinging it in circles, and using it to destroy any oncoming robotic threats as she landed on the now completely thawed mothership, "Go!" she shouted, prompting the Atom to leap from his position between her breasts, shrinking down even further to fit into a microscopic pore on the outer shell of the machine.

Atom careened down a slide-like tube, sending him deep into the interior of the organic machine, "I'm in," he noted as the high-speed slide came to an end, leaving the miniaturized man sitting in a large organic cavern, "Palmer to Batman, I think I'm almost there…" he announced as he sprinted through towards an opening at the far end leading to an open space.

"Stand by," Atom said, laying eyes on the relatively massive beating heart suspended by thick purple veins, littered with blinking and flashing lights as he came closer, "Wow…" he muttered.

"What's your status?" Batman asked prudently through the comm-link, the sound of explosions and shouting rough in the background of the audio.

"This is incredible," he noted as the Atom leaped onto the heart, tapping at the blinking lights across its structure, "Every atom of it is filled with a book's worth of information… It's beautifully simple, it-" he was interrupted as he looked through the structures of the atoms, admiring the complexity of their pattern.

"Save it for the autopsy," Batman instructed, guiding Ray back on track with his mission.

Atom continued anyways, looking through the data each atom stored within it using his intense experience and knowledge studying the particle, "It carries its own history, copied into each replicant. Batman, can you hear me? Ben was right, it is a war machine!" he continued reading as he became even more interested, reading the information out loud through his comms, "But it doesn't know the war is over… If I'm reading these symbols correctly, the original device was constructed more than 50,000 years ago!"

Suddenly, while the Atom was busy searching the machine's history for clues on what species may have constructed it, or what weaknesses it may have for them to exploit, he was encompassed by a large shadow peeking over his shoulder. Ray gasped and jumped through the air, dodging an electrified tentacle that struck at the ground, "Ray?" Batman announced through the comm-link, as he stood back up, he was struck in the side by another tentacle, the electricity fried his comm as he was sent through the air, hitting a wall with a thud, "Ray!?" Batman shouted with urgency.

On the outside, Batman turned to look up into the sky where Chromastone fought side-by-side with Wonder Woman still, the battle not letting up for even a moment despite the dark-knight calling out to him, "Ben, with me!" he shouted.

Chromastone cut his flight abruptly, using his body-weight and gravity to bring him to the ground, pencil diving feet first, landing upright with a powerful stomp, "What's up?!" he shouted over the explosions behind them.

"You need to back up the Atom, use Nanomech," he instructed, looking over his shoulder as Chromastone noticed his eyes, turning and backhanding a drone which leaped at him from behind.

"Oh yea, I forget about him sometimes, leave it to me!" Chromastone transformed in a flash of emerald light, darting from the glow as Jetray, who dipped and weaved through the drones that leaped hundreds of feet in an attempt to strike him out of the sky. He flew up and arched through the air, nose-diving straight down towards the mothership, transforming at the last second and using Jetray's momentum to send the tiny Nanomech hurtling into it. He shrunk down quickly as he found one of the many pores to follow through to its interior, tumbling through the slide-like veins until he entered, from the opposite end, the same cavern Atom was currently fighting for his life in.

Ray summersaulted out of the way of a tentacle strike, with several more incoming, he attempted to weave out of the path of another but was just barely grazed by it, sending volts of electricity through his body. He collapsed as the tentacle prepared to crush him, only being intercepted by tiny bolts of emerald energy projected from the center eye on Nanomech's head.

Atom caught his second wind, getting to his hands and knees before looking up to see who his savior was, "How did you-"

"I'm forgetful, there's ten-thousand of these guys, I can't remember every one of them," he responded in a squeaky, high-pitched voice, "Now, go!" he shouted, which sounded less motivating coming from that voice.

Atom got to his feet, sprinting across the cavern before stopping in his tracks, "Gotta severe the arteries," he muttered to himself, tapping his belt which surrounded him with rings of golden energy for several seconds as he grew much larger than the heart itself. He took hold of the veins, attempting to pull it from the base directly out of the heart, though even with all of his relative size, he wasn't strong enough to disconnect it, "Can't… get it… free…!" he shouted through clenched teeth, his grip failed slipping onto his back as he stared up at it, trying desperately to think of an alternate solution.

He glanced over at Nanomech who flew around the cavern, dodging and weaving between flailing tentacles, blasting them with neon-green electricity to no effect. Atom slapped his forehead several times, "Think, Palmer, think!" he looked around at the structure, watching the liquids funneling perfectly into the heart, pumping it back out through another valve, "These arteries are feeding liquefied matter into the heart, I don't need to disconnect them…" he stood back up, turning the dial on his belt once more to where he grew so large he had to kneel in the cavern over the heart, "If I can interrupt that flow, starve it of matter, build up some pressure…" he trailed off as he wrapped his now relatively massive arms around one of the many veins, putting it in a chokehold as the vein began expanding against the pressure. The heart began beating faster, and faster as Atom tightened his grip on the valve, "Come on, come on!" he shouted, squeezing even tighter now.

Nanomech had been caught by the tentacles, being wrapped in them as they electrified him relentlessly; on the outside, the spider-drones were now the size of small cars, the smaller drones having completely overwhelmed most heroes, these larger ones were proving difficult even for the likes of Wonder Woman and Superman, having the former pinned on the ground with a sharp blade striking down on one of her bracelets, barely keeping it out of range.

"Come on!" Atom shouted one last time as the heart finally stopped beating for only a second before the pressure burst, the walls collapsed in around Nanomech and Atom flooding the entire microscopic cavern with dingy fluid that was likely its own blood. Like a tsunami, it coursed over the two heroes, sweeping them away as the entire interior flooded, pressurized sprouting fountains of gooey fluids across the mesa, the fluids punched several holes in the exterior as it collapsed in on itself. Simultaneously, each and every drone of every make, model, and size short circuited from the inside out, collapsing onto the sand before the heroes, completely inactive.

Batman, Superman, and Wonder Woman gathered once they realized the threat had been finally neutralized; tapping his comm-link, the dark-knight called to his teammates, "Atom? Ben? Can you hear me?" he asked, glancing back at the other two with an uneasy expression before hurriedly making their way to the base of the collapsed mothership where trails of oozing puddles formed coursing from the interior.

One spurting trail of dingy alien blood leaked from the side of the mothership to their left just out of sight, until an emerald explosion of light blinded them from the ground; Ben sat up on the floor, covered in the gunk, "I… just remembered why I always forget about Nanomech," he muttered, shaking some of the liquid off his hand.

…

Cadmus Headquarters

Kevin sat in a metal fold-up chair behind a thick silver-metallic table in cold, dark room with only one light source; across from him, Amanda Waller sat with a projector set up behind her, facing a blank white wall where it displayed its images clearly in the dark, "Tell me, Mr. Levin, what is your plan?" she asked cordially, lacing her fingers together neatly atop the table.

"Plan? The plan is to kill Ben Ten Thousand for locking me in-" he was interrupted by an exasperated sigh, Waller looked away with a disappointed expression, "What?" he asked with an irritated tone.

Amanda sucked her teeth, shaking her head with her eyes closed for a moment before speaking, "It's just a shame, I expected something more creative than that, given all of your abilities…"

Kevin scoffed, looking at her through his hair which still covered half his face, "What the hell do you know about my abilities?"

Amanda smiled, almost as if she were glad he asked, pulling out a manilla-folder and slapping it on the table between them, "Recently, Ben Ten Thousand had a sort of disagreement, if you will, with the League; to make a long, boring story, short, he was forced to give a comprehensive detail of his life before arriving here. That included you," she placed her index finger on the file, sliding it towards him, "Energy absorption, matter manipulation, and most importantly, you've managed to duplicate the abilities of every one of Ben Ten Thousand's transformations, all at the same time."

Kevin narrowed his eyes at her, glancing down at the file she had clearly memorized, after a few seconds he grabbed it as the curiosity was too strong to ignore. He spent another few seconds in silence reading the report ben had written about him, "Grew up poor? My family kicked me out on the street!" he shouted while reading but didn't stop, "Quick to aggression? That's bullshit!" he slammed his free fist down onto the table, leaving a large dent in it. Waller hadn't flinched the entire time, not even blinking when he unintentionally damaged the table between them.

Amanda only raised a brow, the entry was relatively short as Kevin finished reading a few seconds later, "Be that as it may, we're still interested in helping you."

Kevin looked up from the file which he then tossed back onto the dented table, some of the pages within the folder scattered across it, "I thought you guys were the government, why would you support me killing a hero anyways?"

"Cadmus is no ordinary Government entity, we operate on private funding and within grey areas of the law; our goal is not to kill one hero," Amanda continued, taking on a darker, more serious tone of voice, "It's to safeguard the human race by dismantling their team and wiping out all of those self-proclaimed heroes, before it's too late."

Kevin's eyes wandered back towards the door, "Blondie seems pretty strong, what do want from me?" he said finally, asking the most important question.

"The weapon is strong, we made sure of that," Waller agreed but continued nonetheless, "however you'll find the Justice League is composed of beings several times more powerful than her," she pulled a remote from her pocket, pressing a singular button which flipped the slides on the still running projector behind them. Images displayed Superman, Captain Atom, Wonder Woman, and Dr. Fate among others performing incredible feats of strength and power, one of which even displayed Fate using a spell to banish a creature of a similar-size to Kevin's fully mutated form into another dimension.

"What's stopping me from breaking out of here and just finding Ben and killing him right now?" Kevin wondered, curious to find out if they had any other surprises in their technology to keep him contained.

Amanda shrugged, "Nothing, most of our containment measures are for something we call meta-humans, apparently your mutated genes don't fit bill," she leaned back in her seat, placing her hands on her lap, "however, based on what we've seen thus far, and read in your file, against the entire League? You wouldn't last the afternoon…"

Kevin ground his teeth from frustration, standing up suddenly as the chair was knocked onto the floor, clattering against the stone, "Then what the hell am I here for?!" he shouted down at her but, once again, she didn't flinch, not even blinking.

Waller gave a sinister smile back up at him, "We want to bribe you."

"What?"

Waller took a breath, standing up to meet eyes with him on his level, as best she could at her height, "You want to attack now, we're asking that you have patience, a coordinated attack will decimate them, at the right moment," she slowly rounded the table to stand directly in front of him, still smiling confidently in the cards she held, "In the meantime, Cadmus will pay to make sure you remain… comfortable, until we're ready."

Kevin took several seconds to ponder her offer, he sighed as he used his hands to brush his hair out of his face, "I want food, alcohol, and a king-sized bed…" the three things he missed the absolute most while trapped in the Null Void, he hadn't tasted actual pizza in nearly fifteen years.

"We'd be happy to accommodate, as long as we have an agreement?" Waller extended her hand for him to shake, he glanced down at her hand but, didn't make a move to reciprocate just yet.

"And… Galatea has to join me, no more weird science experiment bullshit, we're both gonna be comfortable," Kevin folded his arms over his chest, waiting to hear her response to his terms.

Waller didn't want to agree, losing her full authority over the Kryptonian weapon wasn't something she'd normally be willing to do, however; on a sheet she didn't show him in his file written by Ben, he named Kevin as an omega-level threat on par with his strongest transformations. The same transformations that tore apart Lexor City and nearly outright defeated Superman in a brawl. Amanda was more worried about missing this opportunity than she was on losing total control over her weapon, she still had plenty of ways to psychologically manipulate her.

Without showing even a hint of reluctance, Waller kept her confident demeanor and smile, "That can be arranged, the weapon-"

"Her name is Galatea," he insisted.

Waller closed her eyes for only a second, adjusting her vocabulary, "Of course, Galatea will be transferred along with you to a more comfortable facility, one with everything you've requested."

Kevin smiled, reaching out and grabbing her hand gently, shaking it with confidence as they both looked forward to their mutual partnership.

…

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