"She's a failsafe."

First fanfic in a really long time. First thing I've written that isn't an essay or term paper. Forgive me.

Yeah. Batman is kinda OOC… but whatever. I'm not really sure how he would react in this situation.

Disclaimer: I own nothing from DC or Disney. But I would VERY much like if I could have the Flash, Batman, Tron, and Sam Flynn.

And anything that says –failsafe- is a page break!

"Are you sure it's there?"


"Alright. Beginning infiltration."

Batman clicked off his radio as the Batjet entered the target's airspace. It was 3 am, and the city was, for the most part, asleep. The only signs of life were the occasional car or pedestrian.

The city lights seemed nowhere near as alluring as the single strip of blue light falling down the side of the Encom building.

Shifting into autopilot, Batman opened the hatch and leapt into the sky. He was directly above the Encom building so landing was not much of a problem.

After touchdown Batman dashed into the shadows.

According to previous recon scans, Encom's security was a force not to be trifled with.

Encom, though not unheard of, laid low in terms of publicity since the disappearance of Kevin Flynn. That didn't stop Encom from producing some of the world's best technology and software.

Despite keeping out of public eye, Encom's products were incomparable. Even WayneTech struggled to keep up with their advances.

Needless to say, the Watchtower operated on Encom software, tweaked by Batman and other league members of course.

For some reason though, Flynn's son, Sam, decided to take over the company. It didn't seem to change much for Encom though, so things were fine with the company.

But Batman was here for another reason.

Evidently Gorilla Grodd was going to break in and steal some of the new products Encom was working on.

Shaking his head, Batman got to work. No need to think about Encom's history when there was a job to be done.

Scouting the area, Batman located the one door that led into the building according to the blueprints.

Batman opted for the industrial sized air vents instead.

He spent some odd minutes skulking through the vents and consulting his holographic blueprints when he realized that he had yet to encounter any security measures. That is, aside from the screws holding the air vents shut.

Then, he heard it: the telltale sound of footsteps, at least three people. They were hasty, but not too loud.

Encom was crafty, that was for sure.

Batman cursed in his head. A silent alarm should have been a given.

Forgoing the blueprints, he dashed through the maze of air vents and picked an exit at random.

Jumping down he took to the shadow of a wall. He found himself in a decent sized room with a window taking up an entire wall. A large computer terminal took up another, and some equipment sat opposite the terminal. The final wall held a lone door, probably the entrance.

Scanning the room, Batman found it odd that there was no visible camera in this room.

"Strange…" he trailed off.

"I should be able to find some things out see what going on with that terminal." He said as he made his way over and began to type.

As soon as he struck the first key, lines and lines of unreadable text flashed across the screen.

"Hmmm." He tried some shortcuts he had learned from tweaking the Encom software on the Watchtower.

More data flashed across the screen until it finally stopped on a login page.

Raising an eyebrow, Batman began his attempt to bypass the login by entering through Safe Mode. A simple method, but occasionally it did work.

Sensing something was off, Batman quickly turned to the door. He didn't notice his hand swipe at a sequence of oh-so-delicate keys on the keyboard.

No one was at the door, so he continued his attempt at hacking the terminal. He didn't have much time left… they already knew he entered the building through the vents. They could probably track his movements.

Distracted by the screen and the tapping of keys, Batman didn't notice the equipment behind him begin to boot up.

Only when the glow of the equipment lit up behind him did he turn around in time to be hit square in the chest.



Everything felt different.

When Batman opened his eyes, he was assaulted by darkness. Then dimness and then a soft glow of light.

"…What the…" sitting up, Batman found that he was no longer in the Encom building.

Instead, he was in a decaying city of darkness and light.

"This is Batman to Watchtower, I repeat, Batman to Watchtower. Can anyone hear me?"


There was no use sitting around. Batman began to scout the area.

It was dark. Everything was dark. The only illumination was brought forth from the strips of light that adorned every building within eyesight.

Then, he saw some of the lights move. The Dark Knight quickly vanished into the shadows as people ran by.

Even the people wore strips of light?

Batman played the waiting game in an alley until he finally found a person that was on his own.

He pulled him into the alley.

In the soft glow of the man's clothes, Batman narrowed his eyes at the man's face.

His cheek looked like broken pixels in a computer image.

"What is this place?" he shook the man.

"Use-zer?" his voice sounded as if someone turned his voice box into a messed up auto-tuner. "on thaaa Grid?"

"...User… on the Grid?" the man's eyes widened. As Batman looked into them he could see more pixilation in the irises.


Batman didn't have time to inquire any more as something flew straight for his head. Throwing the man away, Batman barely had enough time to step away from the attack and into the shadows.

The object proceeded to bounce off an alley wall and make its way back to its owner.

"Get out of here, program." A familiar voice said a command, and the man Batman had taken ran out of sight.

Batman looked at his attacker and was surprised to come face to shadow with the owner of Encom, Sam Flynn.

"Unauthorized user, identify yourself and tell me what you're doing here or I'll derezz your ass."


Batman stepped forward and didn't expect Flynn to fly at him, tackle him to the ground, and point something akin to a lightsaber-disc to his neck.

He was Batman. He flipped Flynn over and knocked the disc from his hand, aiming his own Batarang at Flynn's own neck.

"Batman?" recognition was in the kid's eyes. No pixilation. "What the hell are you doing on the Grid?"

"I could ask you what's going on here first." Batman put his weapon away and helped Flynn to his feet.

Immediately Flynn went to retrieve his own weapon before attaching it to his back.

"Oh God… how the hell do I explain this to you?" Batman raised an eyebrow beneath his cowl. "Urgh… just... just follow me to the office. It's across the city, so do you want a lift?"

Batman eyed the young Flynn with an obvious question in his gaze.

"Right…" Flynn removed what could rightfully be categorized as a baton from his leg. "I've never had to do this before… so bear with me." He looked nervous.

Sure, he was Batman. But he wasn't THAT scary.

"Get behind me and put your arms around my neck."

Hold that thought.


"Look, I don't really know how else to do this alright? Everyone else usually has their own ride or a vehicle with more than one seat!" Sam said with exasperation. "Just… do it."

Batman couldn't believe… "Fine."

As Batman reluctantly put his arms around the young man's neck, he could feel him tense up.

"You can let go as soon as we're on the road." Without waiting for a reply, Flynn lifted the baton before himself, lunged forward, and split the baton into two pieces.

In a flash of light and pixilation, Batman found himself on the back of a motorcycle in mere seconds.

Remembering Sam's earlier words, he released his hold around his neck and instead gripped his sides. He was still tense.

"…it's a lightcycle." He heard Sam say as they passed through the city.

In a matter of awkward minutes, they found themselves in front of none other than Flynn's arcade.

"Just get off, but be careful." Batman did as he was told while Flynn remained on the lightcycle. Then in a flash of light, Flynn stood with that same baton and refastened it to his leg. "Come on…"

Batman followed wordlessly as they entered the building.

It seemed like the generic arcade: old games everywhere, a jukebox, and old posters papering the walls.

Then they were upstairs, and Batman saw a computer terminal eerily similar to the one he tried to hack back at Encom.

"Explain." Those were Batman's first words as Sam collapsed on a sofa that sat against one of the walls.

Sam immediately threw his head into his hands.

"Well… as you might have guessed… I'm Sam Flynn. And you're Batman." Duh.

He looked up and stared Batman in the opaque lenses of his cowl.

"I take it you're the one who broke into the building."


"Alright." He sighed. "You broke into my private computer room."

"I figured. There were no cameras."

"Yeah. Well… that computer terminal you tried to hack into isn't connected to Encom in any way. At least not anymore." He scratched his head. "Have you ever heard of the Grid?"

Batman thought for a moment.

"No." At least not before now.

"Of course… no one knew about the Grid except for my dad, Allen, and me…" Batman kept quiet, he knew when a story was about to be told.

"Long story short: years ago, my dad got zapped onto the Grid. He gets out of the Grid, becomes owner of Encom, and creates a new version of the Grid- this one. He gets trapped here and disappears from the outside world. I get zapped here. Shit happens. My dad dies, I get out, the Grid gets seriously fucked up. I take over Encom and here we are."

…the hell?

"The Grid used to be a part of Encom. After my dad got stuck here, he managed to separate it from Encom so now its just part of cyberspace. Ever since I took over, I've been trying to rebuild the Grid so I can reintegrate it back into Encom. The original Grid worked really well with Encom before, so I'm trying to get back that efficiency."

"So how did I end up here?"

"From what I could tell from the terminal, it was a complete accident."

"And how do we get out?"

"We make a run to the I/O tower. No big deal."

"Then let's go."

"Wow, no more questions?" Sam asked incredulously.

"As interesting as this place is, I have other things to deal with." Batman crossed his arms.

"That's right… you broke into Encom. Mind telling me why?" it was Sam's turn to cross his arms.

Well… he was the owner…

"I received intel that Gorilla Grodd was going to break in and steal some of your newest software and equipment."

Sam raised a single eyebrow.

"So to counter this youbreak in instead?"


"You could've just explained the situation to me and asked." This is true…

Sam let out a heavy sigh.

"But you're the freaking Batman so who cares, right?" …what is up with this kid? "Look, I can get you to the I/O tower but we are NOT repeating that lightcycle issue. We're going to the Arena. I have a feeling that this won't be the only time you'll be here… so I might as well get you outfitted with some new clothes and gear."

"What are you talking about?"

"Just come with me. I'll dig out a spare lightcycle baton…" he paused. "Think you watched me close enough the last time to be able to use it?"

"What's the worst that could happen if I didn't?"

"You'd be sitting under a motorcycle? But it's really not that hard."

"Then yes, I can do it on my own. Just run, jump, and break it in half."

"Precisely." Flynn proceeded to rifle through a desk drawer before retrieving a baton, though looking decidedly older. "Lemme fix this up for you real quick…"

Batman watched with some degree of fascination as Flynn pinched the baton and a holographic screen appeared. From here Flynn continued his work, moving segments of code and data around before finally pinching the screen closed.

The baton then pixilated and reformed into an appearance similar to the one Flynn had strapped to his leg.

"Upgraded and ready to go." He handed the baton to Batman.

With this, the duo made their way outside and got into position.

In a flash Sam took off first. Batman looked at his own baton before jumping into action.

It was an odd feeling, the feeling of an entire motorcycle forming beneath you anyway.

It wasn't hard to drive though, and soon enough Batman was nose to nose with Sam.

Sam looked at him, and then gestured off into the distance. Across a bridge or walkway of some sort, Batman could make out what looked like a slightly decimated area.

Once again, in a matter of minutes they arrived.

Following Flynn's lead, they dispersed the lightcycles. Batman gave his own baton back to Sam. In response to this, Sam only shrugged and strapped them to his legs before proceeding in.

"I know it looks bad, but the games still go on. The Sirens are this way."

Batman didn't question anything, but continued to follow the man through the maze of hallways and flights of stairs.

Finally, Sam stopped at a large set of double doors.

"On second thought… I don't think you want the Sirens to do this for you." Sam then took on a troubled look. "Which means that I'll have to do this for you… my way is less flashy, but it is faster and less awkward… in theory."

"What are you talking about?"

"You don't want to be naked right?"

Batman gave him a deadpan stare.

"Stupid question. Come on." Sam opened the door and entered, Batman following behind, though a bit wary.

The room was white. In the center was a raised platform.

"I bet you can see where this is going…" Batman took this as his cue to stand on the platform. "Alright, just stand still."

Sam then went off the access panel in the wall. From that panel, a table protruded and on it laid various items. After noting the table's contents, Sam returned to Batman's side.

"I'm assuming you don't want much changed to your outfit, but bear with me." Batman gave him a blank stare. "Right."

Sam immediately got to work. Placing his palm before the platform, a holographic screen appeared around Batman. "I've turned your outfit into a code."

Walking around Batman, almost like a designer would, Sam looked at the vigilante's attire. "Can't do the cape. Too dangerous here… delete sequence." And the Dark Knight's cape was gone. "All black. Edit color scheme… #000000." A light flashed, and his entire outfit was black.

"Utility bel-"

"Don't even think about it." Batman stopped him before he could finish the sentence.

"Sorry, but the things in your belt just don't work here on the Grid. It's useless anyway." And the belt was gone before Batman could retort.

Batman narrowed his eyes at the young man before him.

"Don't beat me up man… I can derezz you at this point."

Batman still didn't understand what that meant, but it was obviously something bad.

Sam turned around to the table of items and grabbed a few before returning. The first two things he grabbed seemed to be shin guards. The next were arm guards, then a chest plate. Finally, something to attach to his back.

"This will be the last piece. Don't, I repeat don't, lose it or damage it in any way." He accessed another panel and this time a table was lowered from the ceiling. He picked something up off the table and held it up. It was a disc-like object similar to the one on Sam's back.

"This will be your identity disc. It has ALL of your information on it: your traits, yours codes, and your memories. It is also your best weapon here, great for throwing and mêlée attacks. If you throw it, be prepared to catch it when it comes back to you. It will derezz, or destroy, any enemy it touches. Only you, or another user will be spared. Granted you'll probably bleed a lot if one hits you anyway. It's one of the differences between us and the programs: we bleed, the break."

Batman eyed the seemingly innocent disc as Sam held it up for examination. Then, Sam walked behind Batman and twisted the disc into place onto the attachment on his back.

Instantly, his new suit lit up with ribbons of light.

The hologram around him disappeared.

His eyes flashed and everything looked sharper.

He turned around to look at Sam.

"What did you do to me?"

Sam stared him in the eyes.

"You're a User now. Don't die."