Author's Note:

Did you know that there really was a special burial ground for Golden Age heroes? It's called Valhalla Cemetery. Wesley Dodds was buried there. I'll just pretend that I knew that before I wrote the previous chapter rather than getting lucky.

Now, anyone familiar with the Justice Society should have an idea of who the undead Nekron raised are once they see them. For those of you who have little to no idea what the Justice Society is (if you don't know who Wesley Dodds is, this probably includes you), I've included a quick summary of the undead Justice Society members at the end of the chapter so you don't have to go wiki crawling. I'll include my list of what happened to the Justice Society members who don't appear in the design notes after the epilogue.


It was a heavily clouded day in the Kettle Moraine State Forest's northern unit, about forty-five minutes north of Milwaukee by car, and significantly less with the resources the Justice League had at their disposal. Planning on holding a battle in the hilly, glaciated region wasn't doing the League any favors with the park rangers, but they had agreed that it was a lot better than wrecking another couple of highly populated city blocks. They'd chained off the entrance, and worked through the night evacuating campers. Clark would have to see about making sure they got a commendation or a donation or something when this was all over. Shikako's body, still glowing with the Life Entity inside it, idly kicked her feet back and forth as she sat on a bench, looking out over a section of pine forest approaching a lake. It was disconcerting to see that she still had many of the mannerisms of a girl her age. He'd expected her to be more akin to J'onn in that regard, if she had even bothered at all. It gave him hope that Shikako wasn't completely lost in there.

Clark had eventually managed to get the Life Entity talking with Flash's help. It hadn't been interested in having a conversation, but evidently even an elemental can get bored after several hours of waiting. By this point, Flash had run off to get food for them twice, and was currently nursing his fourth latte.

"Our mandate is not promote good or prevent suffering," the Life Entity explained. "Nor is it even to prevent death. Our role is to facilitate thought, emotion, the propagation of sentience... We are life in the context of living, not in the context of being alive, or 'not being dead' if that makes more sense to you."

"While Nekron is..." Clark prompted.

"Nekron's intended role is an embodiment of the Black Light that pours into the universe as the Spectrum of Life leaves it upon the death of a sentient being. Death does not end the impact of a sentient's thoughts and feelings upon the universe. I do not mean that metaphorically, as in their legacy living on, but literally. When the Glow of life passes to the appropriate planes of existence, the Black Light emerges from the resultant planar fracture. Nekron should not be opposed to life, but a part of life that remains when all else leaves this realm."

"Like, a memorial?" Barry offered.

"Or a grave keeper or a curator," the Life Entity agreed. "Every life that is born and dies enhances Nekron's purpose, power, and glory, or at least that is how a reasonable mind would see the situation. However, Nekron has his own ideas of what his role in the universe should be, and refuses to listen to reason. If ever he did somehow accomplish his desire to end all life, he would be left bereft of meaning."

"So," Clark frowned, "if Nekron's power is fueled by every death that has occurred since sentience arose in the universe, and you draw power from all sentient beings that are currently alive, wouldn't that make him stronger?"

The Life Entity giggled. It was a strangely girlish sound from a being that probably didn't have a gender at all, and Clark found himself forcibly reminded that the elemental was possessing a little girl that was more than two heads shorter than him. She fingered Shikako's braided hair and smiled at him. "Nekron certainly thinks so. But, allow us to give you a riddle. If you got into a fight with... let's say the 1.4 billion sentient beings that didn't escape Krypton's destruction. Who would win?"

Clark scrutinized her. It was clearly a trick question, but he wasn't entirely sure what the trick was. "I'm assuming from context that you think that I would."

The Life Entity hopped up from the bench she had been sitting on, and hovered in front of him in a flare of white. "That's right, but if you don't see why then you haven't really solved it."

"Because... I'm alive, and they aren't," Clark concluded. None of the other obvious possibilities fit with the discussion. Also, he didn't really think he could take on entire planet even if he was the only one with powers. He was strong, but he probably wasn't that strong, and didn't plan on trying to find out one way or another.

"The dead are limited in ways the living are not." She turned to the east. "It will not be long, now."

Clark reached for his communicator. "J'onn, Green Lantern, she thinks Nekron will be heading this way soon. If you could keep an eye out and start moving in our direction, I'd appreciate it."

"Your support is welcome, but should not be necessary," the Life Entity told him as a chorus of acknowledgment came over the radio. "Nekron cannot kill me."

"Considering what would happen if he did manage it, I'd rather not risk it," Flash spoke up with a sentiment Clark thoroughly agreed with. "Also, 'cannot' doesn't usually mean much in this business."

"If nothing else, we promised Shikako's friends that we'd help her. Even if you are right, and Nekron's attempts to kill you are doomed to failure, Shikako is made of flesh and bone just like anyone else." Well, anyone else with physical enhancement powers, Clark had to admit, but saying that wouldn't help the point he was trying to make.

"I rather cherish the thought of reaping both you and your host at once," Nekron practically purred as he appeared out of the sky above them. Clark frowned, not sure how he had gotten there, and resolved to learn the specifics of how the instantaneous movement both Nekron and the Life Entity sometimes demonstrated worked. There had to be some sort of limitation to it, since they didn't use it constantly, but he wasn't sure what it was. Also, he hadn't expected 'soon' to be 'almost immediately'.

"He's here," Clark heard Flash mutter into his communicator.

This being his first time seeing Nekron, or rather the undead form Nekron was wearing, he took a close look. Flash's earlier description of the man was rather accurate, though Clark noted that the man was quite... corpse-like at this point. He was very clearly an undead, with an unnatural, bloodless pallor, eyes seeping blackness, and a certain tightness to his skin, like it was stretched thin over muscle and bone. Superman could hear no heartbeat, and Nekron didn't bother breathing except to get air to speak with.

"I see you continue to rely on the aid of the heroes of this world," Nekron sneered. "An admirable attempt to make up for your weakness against the concept I represent, but ultimately futile."

The Life Entity gave Nekron an equally scornful look. "Give up your futile endeavor, Nekron. Your childish actions are beneath beings such as ourselves. Return to your home plane."

"That's an interesting insult from the one possessing a child," Nekron hissed. "But no matter. The heroes you rely on cannot save you this time! Now!"

Immediately, the forest to the side was lit by a handful of highly suspicious glows. Clark flew into the air and twisted to meet the new threat, while the area that had previously contained Flash became a torn apart blur of black and red. Another speedster? He couldn't say for sure. As Nekron and the Life Entity traded blasts of light, Clark dodged around a blast of red energy. There was no immediate follow-up from the black-suited form that had launched it, so Clark prioritized the stooped man whose hands were calling forth a ball of energy that made his teeth itch. Magic. Clark hated fighting magicians.

The ball of coruscating energy scattered apart into a dozen eldritch blasts, and Clark would have chuckled at the sight of an extremely orthodox magic missile storm had he not been all too aware that his Kryptonian physiology provided him far less resistance against mystical energies than almost anything else he had thus far encountered. He focused his eyes on the oncoming blasts, and flexed his power. His heat vision disrupted the left side of the barrage, and he took advantage of it to fly past the rest without diverting from his course. The mage continued chanting, but Clark sped up, hoping to stop him before he could cast another spell. But- out of the corner of his eye-

Clark cursed and diverted sideways as the magic missiles swept past, having turned around and homed back in on him. He destroyed several more with another wave of his heat vision, only to receive a powerful strike to the back.

Red energy ate at his body, and he winced in pain, diverting yet again to get out of the path of the first man's second attack. He found himself breathing heavily, unusually tired. Was that- Yes, red solar energy of some form. Not enough to put him out of the fight, but he'd have to be cautious and avoid taking repeated strikes. His two opponents moved forward as Clark disrupted the last of the magic missiles. One of them, the mage, wore a uniform that looked vaguely familiar, enough that Clark thought he would recognize it if it wasn't the same black light constructs worn by Nekron. The other wore a slightly ridiculous looking full body jumpsuit and hood. He was a little too elderly and out of shape to really pull the look off, but as he floated in the air with a rod glowing with red energy Clark knew better than to discount him.

Neither had an audible heartbeat.

The mage finished his chant, and called forth sheets of flame, and the battle was rejoined once more.


"He's here," Flash's voice came over the airwaves.

"Damn, we'd better move." Green Lantern started raising a bubble of green light around the two of them, only to stop when a vast quantity of black smoke began pouring out of a nearby alleyway. The artist quickly summoned up a fan construct to clear it away, but a winged man lunged out of the gloom towards J'onn while a handful of smoke bombs went off around the street.

As J'onn dodged around a double-headed axe, he grew concerned. He could sense the masked man's emotions, in a way, but it was... strange. Static, like a picture rather than a changing flow, and shadowed rather than vibrant. Rather than delving into the man's thoughts, J'onn spoke out loud.

"What is your purpose here?"

The only response he received was a swing with a second double-headed axe- except this one was made not of metal, but of black light. J'onn shoved the man back with a burst of telekinesis, and shouted a warning to his ally.

"They wield the same black light as Nekron!"

But he only barely managed to get the words out of his mouth before he was set upon again. J'onn could fly at a good pace, but the winged man seemed untouched by gravity, and each flap of his wings imparted great speed. J'onn could push him back, but each disruption to his flight was short-lived. A change in tactics was required.

J'onn drastically increased his density in his forearms, and caught his enemy's blades upon them, contrary to the man's expectations. Up close, J'onn saw his hawk-like mask was slightly reminiscent of Hawkgirl's, but the wings were in fact artificial. Not a Thanagarian, then. The man flapped his wings, forcing J'onn down towards the ground, and J'onn did not fight it. Instead, shortly before impact, he allowed his shape to change, and twisted around the man's body, pinning him in place. J'onn grasped the man's wings with all his strength, and pulled them in an unnatural direction, and something snapped inside the mechanism. The wings did not, however, break. Whatever they were made of was a truly sturdy material, however J'onn thought that they would not function for at least a short time.

J'onn turned to see his ally, and was shocked to see that the smoke still covered the area where Green Lantern had been. His constructs should have been easily capable of clearing away the debris. He gave a mighty blow to the winged man to keep him down for the moment, and sped towards the smoke, opening his senses. Green Lantern was feeling pain and confusion, while his attacker was very similar mentally to J'onn's opponent. J'onn could not see why Green Lantern was not using his ring effectively, but J'onn easily located both of the humans within the smoke, and in moments was upon Green Lantern's foe, grappling as only a shapeshifter can.

"Green Lantern, are you alright?" J'onn made sure to modulate his voice to show his concern as he pinned the enemy male in place.

"No, this smoke... it's not natural. It's full of the black light Nekron uses, I think. It has some sort of energy-draining property. Every time I try to use my power ring for anything I start losing ring charge like crazy, so I stopped making constructs, but that just let him throw more of those smokebombs, and I could only get a few hits in. He hits way harder than a regular person, too." Green Lantern stood off from the roiling ball of shapeshifter and human that he could hear to his right, not wanting to risk jumping in blind.

J'onn focused an image of the direction he had come from and sent it towards Green Lantern's mind. "A little to the right, yes, there," he corrected. "I temporarily damaged my foe's wings, before leaving to come to your aid. Once you exit the smoke, you should be able to handle him. I believe," J'onn entrapped the man's legs once more, "that I have this situation well in hand."

"Thanks!" Green Lantern called out as he raced away.


The problem with starting at a lower speed than an enemy speedster, Barry was learning, was that if they were good at what they were doing they stayed faster than you. Even now, the black-clad speedster was nothing more than a blur in his vision. Obviously, the... he wasn't sure whether it was a man or a woman to be honest... the person was aligned with Nekron, though he couldn't imagine what they'd been promised to get them to join up with an omnicidal death elemental. He... was pretty sure this wasn't Professor Zoom. He'd like to say that was because the man wasn't that crazy and wore different colors, but mostly it was that Zoom had never been nearly this awesome. Whoever this guy or gal was, they knew what they were doing.

But not quite as well as Barry did.

They weren't making any mistakes, weren't stumbling or make route choices that lost them significant momentum, weren't cornering at bad times, weren't trying to be clever and lose energy by phasing through things when they didn't have to... but they didn't quite know how to push like Barry did. There was a certain complacency to their motions, a lack of effort, for lack of a better way to put it. And that wasn't how you kept an edge. With speedster powers, it wasn't like athletics. For track and field athletes, how much you can do on the field when the time comes is determined by how many hours you've put in before, whether you've been spending them productively, how good your nutrition plan was, that sort of thing. Then, you push it as hard as you can when the time comes and make it count.

For a speedster, you can't meaningfully effect your top speed or your acceleration or your ability for fine movement, that all depended on your powers. You could get a little better with practice, and a lot better at using your powers with cleverness, but beyond that, if everything else was equal, it was about how hard you were willing and able to push. You say, I'm going to be there to save that little girl from getting shot, no matter what. You say, I'll defuse that bomb before it goes off, and save everyone. You say, the sound barrier won't be my limit. The speed of light won't be my limit. I'll run as fast as I have to run. When you're fighting for something precious, you can't give up.

Here's what it means to be the Flash, Barry thinks, racing between hills. You run that first mile. Then you run another mile. Another ten miles. Another thousand miles.

The bad guy's black fists race towards Barry, unnaturally strong. But he'd only gotten one good hit. Barry wouldn't let him get another. He can see his enemy's movements.

You run around the whole damn world if you have to, Barry thinks, running between the ticks of a second. When you think you've got nothing left, you reach deep inside and find more. If you run fast enough, run far enough, run well enough, you'll reach your destination. Jay had taught him that. When people need you, you don't slow down.

You. Speed. Up.

His opponent doesn't get a moment to understand. They're still moving fast, but it's lackluster. It's not enough. Their heart isn't in it like Barry's is. He's going to knock them down, and he'll go back Superman up and they'll beat down Nekron and they'll get Shikako her body back and the kids up on the Watchtower will get to go home and he'll go home to Iris with a smile on his face. And with that in mind, he slams his fist right in the bad guy's... face?

W-what? Jay?

The next coherent feeling Barry has is pain, as the man slams a jackhammer of a fist into Barry's ribs. Barry feels himself sent flying, but the- the man with Jay's face doesn't let up. And, and Barry feels like he's in shock, but he moves. He keeps moving. He can't let himself get hit again. He's not tough like Wonder Woman, J'onn and Superman are. He can't afford to spend desperate minutes healing broken bones right now. He has to keep moving. How the hell does that bastard have his dead mentor's face?

Damn it, he thinks, between beats of a heart. I screwed up. Please, hold on a while longer-


The Life Entity stumbled, Shikako's limbs feeling heavy. There was, Shikako knew a trick for dealing with things like this, but Shikako was, just so tired...

"How?" They said with Shikako's voice, fighting to stay awake.

"Because it doesn't hurt you on its own," Nekron gloated. "A life elemental being hurt by mundane poison? A lost cause. But medicine?" He patted the gas-gun the man with the gas-mask was holding as he walked towards her. "Hypo-allergenic sleeping gas. Doesn't hurt you at all, and sleep is certainly part of life. If you weren't so full of yourself, so foolishly sure you couldn't be hurt by a little gas, I could have gotten a more... exciting conclusion to this. I can hardly believe it worked. But I'll take it, and your life with it."

He brought out a scythe, and try as they might, their host body's eyes... slid... shut.


Clark raced forward, ignoring the blasts that struck his now unguarded back. The pain didn't matter, if he didn't-

The man with the rod dropped down before him, and he slammed straight into a forcefield. One, two strikes, and it shattered and he threw them aside, but it had slowed him, and he wasn't going to make it.

He tried anyway.

But the scythe swung down-

And was stopped by a glowing tower shield of green light. Clark grinned, looking up at... was that the Justice Society's Green Lantern? Suddenly, the pieces began to click together. Oh. That-

"Let my friends go, you son of a bitch!" The original Green Lantern growled as he blasted Nekron into the ground with emerald power.


Batman and Zatara entered the Watchtower's lounge to the sight of most of the League being somewhat battered. The children were watching over Shikako's unconscious form, still glowing white, in the corner. In a chair off to one side, trying to wave off a fussing Wonder Woman, sat an exhausted-looking old man in a red and green outfit with a cape and a stylized lantern on his shirt.

"How did it go?" Batman asked.

"We drove him off," Superman said solemnly, "but given what happened... I don't think we can really call it a win."


In which: Nekron's strategy is actually surprisingly well thought out and he gets a lucky break that's immediately interrupted by an enraged Alan Scott, Barry hesitates to punch one of the people he most respects in the face (which is normally not a bad thing, but it's an inopportune moment), J'onn and Kyle have their opponents escape (because beating a zombie to unconsciousness and tying them up just ends with them waking up five minutes later and escaping) but make up for it by showing up to help drive Nekron's forces away, and the Life Entity learns that while she can keep her host body awake indefinitely, it makes it a lot harder to call on their tactical thinking skills (read: Shikako hasn't slept in almost 72 hours at this point, oops).

Now, as I mentioned before, here's the abbreviated summary of each of the zombies. I know that anyone interested will just look them up on a wiki anyway so I figure I can save you the trouble. All of them possess the ability to channel the Black Light of Death, but most tend to stick to what they know because, well, being undead doesn't do wonders for your mental flexibility.

Wesley Dodds (Sandman) is a baseline normal except for prophetic dreams, who fights with his body and a hypoallergenic sleeping gas-gun (he wears a gas mask so it doesn't affect him). Due to being a zombie, is no longer a baseline normal. At one point developed a super-science weapon that let him produce and manipulate sand, but unlike most super-science weapons in DC this one's prototype turned out really badly and a close friend got hurt when it exploded on him. Wesley's zombie isn't going to risk the same thing happening to him, so don't expect that to show up at all. He did a lot of detective work, used his dreams to help solve cases. That's probably not going to show up either.

Ted Knight (Starman) is a science hero that developed a way to utilize cosmic energy, who fights with a Gravity Rod (it's the prototype of the better Cosmic Rod, but his descendants are wielding his best stuff to continue his legacy). Starman's tech gives him flight, energy blasts (including red stellar energy blasts, so watch out Superman) and force fields. The Cosmic Rod was better, and had a couple other powers like telekinesis and being attuned to its user (which is the reason why Nekron isn't going to have him go after it, since attunement takes a while). As an undead, his physiology is improved.

Kent Nelson is the host of Nabu, an order elemental of no small power that lived in a helmet he owned, and when he wore the Helmet of Fate and timeshared his body he was called Doctor Fate. He and Nabu had a falling out, where Kent wanted to retire and start a family and Nabu... wasn't keen on the thought. Nabu's increasingly blatant attempts to sabotage Kent's personal life eventually led to Kent sticking the Helmet in a secret location under a bunch of binding and concealment spells (Kent is himself a pretty good magician, though not world-class without Nabu). He, um, didn't quite tell the story that way when Wonder Woman asked him about it. Regardless, very competent and experienced magic user. Nekron wisely decided not to try messing with Nabu, since he can only control the dead, which Nabu is not. Has the benefit of undead physiology, but if he has to punch someone he isn't doing his job right.

Charles McNider (Doctor Mid-Nite) was a baseline normal, except for his ability to see perfectly in complete darkness. Conversely, he is completely blind in well-lit areas. Uses blackout smoke bombs and a special visor to take full advantage of the fact that when his opponent can't see him, he can still see them and kick their ass with his martial arts skills. Also, a legit medical doctor. His owl sidekick, Hooty, is currently the only occupant of the JSA cemetery, because Nekron couldn't see any reason to resurrect it. Now featuring undead strength.

Jay Garrick (Flash) has super-speed, and taught Barry some tricks back while he was still alive. Like anyone to bear the Flash legacy, he is incredibly dangerous when pressed, even more so now that he has super-strength and super-endurance due to being undead.

Carter Hall (Hawkman) has artificial wings, an anti-gravity belt, and melee weapon skills. He's human, not Thanagarian, but may have been one in a past life. Was tough when alive, and being undead has only made him tougher and stronger.