Ben 10: Unlimited

Chapter 1: Star-crossed

Ben Tennyson stared out at his hometown of Bellwood. He couldn't bring himself to even think. It was too painful. If he tried to think, the memories would come back. Memories of those he loved… and those he lost.

Mom, Dad, Grandpa, Gwen, Kevin, Julie, when Ben tried to picture their faces, all he could see were their broken, lifeless bodies. Why did you have to die? Why did you have to leave me? And why couldn't I save you?

Ben glanced down. He had been sitting on the roof of a building, he couldn't even remember where, five stories up. If he was in one of his alien forms, he would be able to survive a five-story fall without a problem. But now, he was a human. Humans were much more fragile. Ben slowly tipped himself forward. As his body lost its connection to the building, and began its swift descent to the street, Ben thought, Don't worry, everyone. I'll see you all soon. As the ground neared, Ben Tennyson saw a flash of blue light, and then saw nothing.


Ben knew he wasn't dead. The dead don't feel pain, so that meant that he'd once again cheated death. Why was it that he couldn't die, but everyone that he cared about died? As Ben pulled himself off the ground, he took in his surroundings. He could tell that this wasn't Bellwood anymore. He would have remembered a building with a huge golden planet statue that towered high enough to be seen even in the alley he was in.

"Great," Ben muttered, "instead of killing myself, I wound up in who-knows-where." He began to make his way out of the alley, but he stopped at the sound of footsteps. He turned around to see several muscular men with bird wings coming out of their backs, and spears in their hands.

"Halt, human!" one of them shouted. "Show us your identification, or you will face punishment!" Ben's anger, which had been simmering until now, boiled forth.

"You want to know who I am?" Ben asked, raising the Ultimatrix, "I am…" he slammed down the dial, and the bird-men shielded their eyes from a green flash. "HEATBLAST!" a new voice shouted. The aliens' eyes widened as they saw a humanoid creature that appeared to be made of magma. Its forearms and hands were oversized, and its head was literally on fire. Heatblast raised his hands. "I'm also in the mood for fried chicken!" from his hands came a tornado of fire that blasted all of the aliens out of the alley and across the street. They hit the ground, smoldering and unconscious, but alive. Heatblast looked up to see a ship hanging in the air. It clearly wasn't human, if the bird-men flying protectively around it were any indication. Feeling that he still needed to vent some anger, Heatblast lowered his hands toward the ground and shot a continuous stream of fire, launching himself into the air. He then focused flames out of his feet and rocketed towards the ship.

Thanagarian Prison Shuttle

Six members of the Justice League, some of Earth's greatest heroes, had been defeated. They had been betrayed by Hawkgirl, one of their own. Trapped in a sphere of red sun radiation lay Superman, the Man of Steel. In another cell, Wonder Woman, Princess of the Amazons, was bound to a pole by her own indestructible lasso. Near her cell was the Flash, the Fastest Man Alive, pinned to the ground by gravity generators. Across from him lay the Martian Manhunter, the last son of Mars, held by metals that he could not phase through. At the end of the hall were the cells of Batman, the World's Greatest Detective, and Green Lantern. The Lantern had been stripped of his power ring, and was thus helpless. Batman was simply not seen as a threat. A sense of defeat hung in the air, along with silence.

But that silence was broken by the sound of shouting and gunfire. The Leaguers tried to see what was going on, when the door to the cell chamber exploded. A semi-charred Thanagarian fell to the ground a few seconds later. Inside the chamber strode Heatblast. He looked around at the brightly-clad people before him.

"From what I can tell," said Heatblast, "these chickens are the bad guys. Please tell me I'm right, because I'm in a bad mood, and I don't want to make it worse by finding out that I fried the wrong guys." He examined the captives closer.

Superman spoke up. "We're the Justice League. We fight to protect the Earth, and the people who live here."

Heatblast tilted his head. "Justice League? Seriously? Nobody thought that name was a little corny?"

Flash tried to raise his head, but the gravity was too strong. He managed to say, "See? I'm not the only one who thinks so."

Heatblast stopped in front of Wonder Woman's cell, and his eyes narrowed. He never did like the mistreatment of women, and this was a clear example of such. He punched the controls to the cell, and the force field lowered. "Don't move." He warned, raising his hands to grab the metal pillar. A section of it began to glow, and then melt away.

Wonder Woman was able to use her super-strength to pull herself free. She slid out of her lasso, and then attached it to her hip. "You know," she said, "you could have just untied me."

Heatblast shrugged and showed his large hands. "Sorry. These aren't really good for the dainty stuff." He turned around and began walking out of the cell, but he stopped and turned his head back to Diana. "By the way," he said, "I'm Heatblast. Who are you?"

Diana smiled. "People call me Wonder Woman." Heatblast had noticed her red, white and blue leotard and boots. Aside from that, a tiara, and silver bracelets, she didn't wear much else. Heatblast was glad that his face was already on fire, because otherwise he would probably be blushing at the sight of this beautiful woman.

Any further conversation was halted by the appearance of a dozen Thanagarian guards rushing through the remains of the door. "Get your friends out! I'll take care of this!" Heatblast rushed towards the guards, punching, kicking and blasting his way through, leaving unconscious and burned bird-men behind him. He kept another group of guards busy while Wonder Woman helped each of her fellow Leaguers escape their cells. It was here that Heatblast noticed that these people had superpowers. Well, four of them did. Wonder Woman could fly and had super strength, the Flash had incredible speed, Superman had all that and could shoot lasers out of his eyes, and the Martian could become intangible, in addition to super strength. Batman and Green Lantern, who had no powers, were still more than effective.

In short order, the already unfair fight became a beat-down. The few remaining Thanagarians were quickly subdued by the heroes. However, they were surprised by another group of guards attacking from behind. Wonder Woman was able to deflect the energy blasts coming from the guards' spears, but Heatblast noticed a particularly rotund hawk-man carrying a very large cannon. Rather than risk one of his new-found allies getting hurt, he jumped in front of the Amazon, and slapped the Ultimatrix dial on his chest. Heroes and bird-men alike shielded their eyes from the green flash.

"CHROMASTONE!" shouted a new voice. In Heatblast's place stood a thin, cycloptic creature made of purple stone stood defiantly. His hands, forearms, horn and the spikes on his back were all made of pink crystal. "Come on, tubby!" ChromaStone taunted, "Hit me with your best shot!"

Gritting his teeth, the Thanagarian fired his cannon. ChromaStone stood calmly, not moving an inch. Instead of exploding, like everyone expected, the energy blast was absorbed into his body! "My turn." ChromaStone raised his hands, and a rainbow-colored wave of energy coursed out. Had it hit anyone, the blast would have packed enough of a punch to be fatal. As it happened, ChromaStone had been aiming for the wall. A massive hole was blown through the ship. The city could be seen below. ChromaStone used a much weaker blast to knock out the remaining Thanagarians, then turned to the League. "Anyone who can fly, grab someone who can't!"

Superman flew through first, carrying Batman; he was followed by the Manhunter, who was carrying Green Lantern. Wonder Woman was the last out, carrying Flash. Before she got too far, she turned back to ChromaStone. "What about you?" she cried.

ChromaStone grinned at her. "Don't worry," he said, "I've got it covered." He slapped the Ultimatrix dial again, and was obscured by another green flash; in his place stood a red manta-like creature. "JET RAY!" he shouted, then flew past Wonder Woman in a blur. "Let's get out of here!"

Flash looked up at the princess holding him. "You know, it's possible, and I could be wrong here, but it's possible that that guy is on our side."

Metropolis: Street Level

The Justice League and Jet Ray had managed to evade the Thanagarians, and had found shelter in a clothing store. Still needing to take his anger out on something, Jet Ray transformed into Big Chill and went outside. As the League caught its breath, Green Lantern turned to Superman.

"That x-ray vision working again?"

Superman looked at a wall. "Just enough to see every Thanagarian within a two-block radius frozen completely solid."

Flash gave a low whistle. "Now I know why he said 'Big Chill'."

Superman turned to Diana and the Martian, J'onn J'onnz. "Did either of you get anything from that guy? Is he really here to help us?"

J'onn shook his head. "I did not enter his mind, but I sensed no ill will towards us; only mild irritation."

Green Lantern looked at the Martian. "Why would he be annoyed with us?"

Flash gave a small smile. "Maybe because the guys who always save the day needed saving?"

The rest of the League rolled their eyes, while Diana shook her head. One of the many gifts given to her by the gods was the ability to read emotion. "I sensed anger, pain and despair; whatever happened to him was terrible, and it nearly broke him."

Flash looked down, a little ashamed of himself for making jokes at the expense of someone in pain. Everyone else paused, lost in their own thoughts. The moment passed as the blue mothman that was Big Chill phased through the ceiling to land in the middle of the group.

In an eerie whisper of a voice, Big Chill spoke up. "That should take care of any trouble for a while. What's next?"

J'onn spoke up. "The whole city will be covered by now."

"Maybe we'll get lucky and they'll all go home." Flash quipped. The others looked at him.

"Trust me," Big Chill said darkly, "we're never that lucky."

"A little optimism can't hurt at a time like this!"

Before the blue alien could reply, a booming voice could be heard from outside.


Big Chill glanced at Flash. "Optimism, huh?"

The fastest man alive slumped. "Something like that, yeah."

Batman spoke, his voice laden with authority. "We're going to have to go underground for the time being. Keep low and rethink our plan of attack."

"How exactly do we hide when the whole city is looking for us?" Wonder Woman asked.

"Not to mention the fact that your costumes are about as stealthy as a Shag Carpeting concert." The League looked at him in confusion.

"Seriously? No Shag Carpeting on this planet?" The teen hero slapped his forehead. "Great, just great."

"He is right." J'onn said, drawing the others' attention away from their new ally as he held the sleeve of a nearby coat. "They're looking for our costumes. But without them, we are ordinary citizens."

As he spoke, the Martian shapeshifted into a human man in a brown trench coat.

"Whoa, wait a second!" The Flash exclaimed. "What about the whole secret identity thing? I mean, I trust you guys, but what about him?"

The speedster jerked his thumb in Big Chill's direction. The blue alien narrowed his eyes dangerously.

"True. You definitely can't trust the guy who pulled your sorry butts out of a prison ship. That would be stupid." He snarled the last few words, his patience already at its limit considering he would rather be dead than dealing with a group of incompetent, brightly-costumed heroes and saving an Earth that he was completely unfamiliar with.

"Whoa, little hostility there!" Flash reacted, lifting his hands in a passive motion and taking a step back.

"Look, I didn't ask to be here," Big Chill said in a cold voice. "I didn't ask to play the damn hero again, especially after the hell that I went through. I'll help you take your world back, since saving Earth is already a damn hobby of mine. But after that..."

The mothman trailed off, letting the others decipher his intentions with their own imaginations. "And as for this secret identity dilemma..."

With that, Big Chill lifted his hand to the symbol on his chest and tapped it. In a flash of green light, the mothman was replaced by a young human man wearing jeans, a black shirt, and a green jacket with a 10 emblazoned on the left side.

"I'm Ben Tennyson," the kid said, a notable lack of emotion in his voice.

The others were stunned.

"A kid?" Lantern asked in complete disbelief. "You're telling me a kid had to rescue us from the Thanagarians? We must be doing worse than I thought!"

"I'm eighteen, tough guy. And I've been saving the world since I was ten."

More stunned silence ensued.

"Since you were ten?" Superman questioned, raising an eyebrow.

Ben nodded and held up his left wrist. "An alien device, the Omnitrix, was ejected from a ship in orbit to keep it safe from an intergalactic warlord. It landed in front of me, and I used it over my entire summer vacation to be a superhero. Then I got this new version, called the Ultimatrix, and started using that instead. That's the long and short of it."

"And you've had this device for eight years?" Diana asked.

Ben frowned. "Look, how about we go over my history after we sneak out of the city that is currently occupied by bird-man aliens."

Batman nodded in agreement before stepping forward and removing his cowl, revealing black hair and piercing eyes. Ben paused, recognizing the look in those eyes. They reflected the pain that he himself now felt. The pain of losing your whole life in an instant.

Maybe they shared something in common after all.

"Bruce Wayne. Flash is Wally West. Superman is Clark Kent. Green Lantern is John Stewart. And you know Diana and J'onn," the billionaire explained.

Ben glanced over at Flash and smirked. "Wally? Really?"

Flash sighed. "Shut up."

A few minutes later, every member of the Justice League was dressed up as a normal civilian, with Superman wearing a blue business suit and glasses, Diana wearing a long sleeve blue shirt and jeans while tying up her hair in a long ponytail, Green Lantern with a skull cap, brown hoodie and brown pants, Batman wearing a leather jacket along with grey pants and a turtleneck, and Flash going with dark jeans and a brown jacket. Ben stuck with his normal attire.

They were now standing outside in the alley that they had come through previously, Bruce poking his head out to see if the coast is clear.

"We need to split up. They expect seven of us," John strategized. "Who takes the kid?"

Ben gave the powerless Green Lantern a death-glare as Bruce spoke up. "We need to get to Gotham City. We can regroup at my house there. Try not to draw attention to yourselves."

The dark knight looked over the group. "I'll take Diana and Ben. We can pose as a family out on the town."

Bruce then began to walk away, wielder of the Omnitrix and Amazonian princess following his lead. However, the billionaire felt a sudden chill as Ben walked alongside him, an empty gaze facing forward as the teen spoke in a cool voice. "I'll pretend we're a family if I have to. But I am not calling you 'dad'."

The Gothamite glanced over at Diana with a raised eyebrow. She shook her head, warning Bruce not to dig any deeper. She could still feel the despair and rage flowing from the young man, so much so that it was almost painful. Then she realized something frightening.

He was fully prepared to turn that pain and fury on the Thanagarians, and he had the power to act on those feelings.

Above the Gobi Desert

Onboard the Thanagarian mother ship, Shayera Hol, formerly a member of the Justice League under the alias of Hawkgirl, was at a loss for words from what she was seeing on the vid screen.

When Hro Talak, Commander of the Thanagarian forces and her soon-to-be husband, had discovered that the League had broken free from their prison ship and caused it to crash in Metropolis, he had been furious. In a rage, he demanded that recovery teams check the security feeds on the ship to find out how they had managed to escape. That was a few hours ago, and Talak had calmed down enough to think out the situation. While a formidable team, the Justice League could not hope to defeat the might of the entire Thanagarian invasion force. They were outgunned, and the Thanagarians knew all their weaknesses, thanks to Shayera's information.

Of course, this was before Talak received the images that were now posted on his screen. Images of a mysterious creature that seemed to be made of fire and rock. A creature that managed to break the Justice League out of confinement and fight off a legion of Thanagarian soldiers before transforming into some silicon-like being that fired energy blasts and took down an entire prison ship.

Shayera had no idea what this being was, or if it was even from this planet, but she knew that it would make the occupation of Earth a little more difficult. The creature was a wildcard; if it was able to transform between those two different forms, what else could it become? How dangerous was it?

At the moment, Talak was speaking over a vid-screen with Paran Dul, a female Thanagarian who was in charge of the construction of the shield generator, the one necessary to protect Earth from Gordanian invasion.

"Be aware that the Justice League has escaped, due to the interference of a strange, shapeshifting being," Talak warned. "Stand ready for an attack."

"Any attack on this base would be suicide," Dul boasted, completely unconcerned about a possible strike on the Thanagarian forces.

"Keep me informed of your progress. Let nothing delay you," the Thanagarian commander ordered.

"By your command." The video screen then went blank. However, Shayera was more concerned with a topic mentioned earlier on in the conversation between Talak and Paran.

"Humans as slave labor?" she questioned, having overheard Paran mention using humans to 'lift and carry as well as any animal'. The former Justice League member was concerned.

"Unfortunate, but necessary." Shayera took note of how little remorse her betrothed showed as he said this before he continued, walking over to a nearby console to check up on a few details. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyperspace bypass in time."

Shayera's eyes widened. Hyperspace bypass? This wasn't what he told the human race!

"Bypass?" she asked, quickly walking over to look Talak in the eye. "I thought we were creating a force field for Earth!"

"That was simply our cover story."

Shayera paused as dozens of thoughts raced through her head. But the first and foremost was...

"When were you going to tell me this?" she nearly growled. "Did you not think you could trust me?"

A long silence ensued, as both Thanagarian warriors gazed into each other's eyes, neither one willing to back down. In all their time together, Shayera had never felt this angry at Talak, nor this betrayed. What was wrong with him?

"Follow me," he said quietly, snapping Shayera out of her thoughts. The Thanagarian leader began to walk away, and Shayera began to do as he said.

After about five minutes of walking and an elevator ride later, the two entered the war room of the ship, were Talak brought her over to a large screen used for battle strategy and tactics.

"As you are well aware, the Gordanian homeworld has been protected for decades by an impenetrable defensive line," Talak explained, drawing up an image of the Gordanian home system, with their planet being shown as surrounded by legions of ships and space stations that make a frontal assault a fruitless endeavor.

"But this chain of hyperspace bypasses will allow the full force of out armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."

Shayera saw what he meant, and it was strategically brilliant to be sure. But there was something else going on here. Something very bad...

"Earth is the last link in the chain. Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever."

The former Hawkgirl was beginning to hear a hint of what sounded like victory in Talak's voice. But that wasn't what was bothering her the most.

"But ripping a hole in hyperspace will destroy this entire planet, and everyone on it!" she protested.

"Unfortunately, yes," Talak said quietly, his voice becoming heavy, revealing how long and how hard he had been fighting this war, and what it will cost him. Thanagarians normally didn't believe in souls, but Talak still felt that he would face eventual retribution for his actions.

"For Thanagar to live, Earth must die."

Outskirts of Metropolis

As Ben, Bruce and Diana made their way out of Metropolis, the billionaire and princess each took the time to think about Ben. Bruce was thinking about the ramifications that Ben's power might have on the world, while Diana was more concerned with Ben's state of mind. She wanted to ease the young man's pain; maybe she could get him to talk about himself a little more. At the very least, she would learn a little more about him.

"Ben?" the teen looked up at the princess, the same neutral expression on his face.


"I was wondering if you could tell me a little more of your powers." Diana glanced at Bruce. "It might help us fight alongside you better."

Ben shrugged. He didn't see the harm in telling the League his capabilities. It wasn't like he planned on continuing his superhero career after this mission. "Super strength, super speed, flight, regeneration, invulnerability, elemental powers, energy absorbing and redirecting; the list goes on." he gave a small smile. "It's really a question of what powers I don't have."

Both of the older heroes were shocked. If what he said was true, then Ben had more power than the entire League. Ben looked up at Bruce.

"So, are you the only one without any powers?" That had actually made Ben kind of curious. All of these people were faster or stronger than any human. In fact, two of them weren't human at all.

Bruce nodded. "Is that unusual for you?"

"Nah, I can't tell you how many times the Ultimatrix didn't work for some reason or another. Probably half of my wins came down to me having to figure things out on my own, or just dumb luck."

Bruce was a little impressed. Not many people could so easily admit to being powerless, nor could they admit to only winning by luck.

Diana, however, had another question. "How is it that we have never heard of you? Someone of your power should have been seen before, especially if you've been doing this since you were ten."

Ben only shrugged. "Probably because I'm not from this universe."

Both Bruce and Diana froze. Well, that was certainly unexpected.

Ben continued. "And before you ask how I know I'm from another universe, there's no Justice League where I come from, no Thanagarian invasion, no Metropolis, and no Gotham City. And this isn't the first time that I've wound up in another universe."

Bruce nodded, then gestured to Diana that they needed to keep moving. They would decide on how to proceed regarding Ben later, provided they survived the Thanagarians.

Gotham City: Wayne Manor

Bruce, Diana and Ben were the first to arrive at the stately Wayne Manor. Ben had been impressed by the mansion, which made him wonder why no one had ever offered him a mansion. After all, he'd saved his entire universe on more than one occasion. As they reached the door, it was opened by an older, balding man. Bruce introduced him as Alfred, his butler. Alfred offered them refreshments, which Ben gratefully accepted. He hadn't eaten anything in nearly 24 hours.

After that, Bruce led them to a grandfather clock, which opened up to a tunnel. At the other side was an enormous cavern. A large computer occupied one niche, while a large black car was parked in another area. In yet another spot were several dozen objects, including a twenty-foot penny and a mechanical T-Rex. Other, smaller objects were in glass containers.

Bruce had a small smirk on his face as he watched Ben's expression go from emotionless and neutral to astonished and interested. Bruce put on a hand on the young man's shoulder.

"Welcome to the Batcave."

Several Hours Later

After waiting impatiently, the last two members of the League, Flash and Green Lantern, arrived at the manor and were led to the Batcave by Alfred.

"You're late." Was all Bruce said.

"Good to see you too." Replied the Lantern sarcastically.

Wally noticed the T-Rex. "Hey, that's a giant dinosaur."

"And I thought Batman was the detective." Said Alfred. Ben decided that he liked the aging butler.

J'onn spoke as Flash rejoined the group. "We were just speculating why the Thanagarians are really here."

"Obviously not to protect us." Said Clark.

"But if the Gordanians aren't anywhere near Earth," said Wonder Woman, "why do they need to build that force field?"

"If it is a force field." Said Bruce.

"If I could get a look at their technology, maybe one of my brainy aliens could figure it out." The League turned to look at Ben, who shrugged. "I have hyper-intelligent transformations, so sue me."

"I can tell you what it is."

The seven heroes turned in shock to see the traitor, Shayera Hol, emerge from the shadows.

Clark pulled off his glasses. "You've got a lot of nerve showing up here."

"We should thank you," said Diana, "it saves us the trouble of hunting you down."

Before anyone else could say more, a bright green light flashed.

"FOURARMS!" an eight-foot tall, red creature jumped over their heads and grabbed the traitorous Leaguer. Two of his muscular arms grabbed her own, while his other two wrapped powerful hands around her throat.

"I didn't come here to fight," Shayera gasped, "I came to help."

"Hawk-people all over the planet?" asked Flash sarcastically, "Martial law? I don't think we need any more of your help."

Shayera looked at Fourarms with a pleading look in her eye. He let go of her throat first, but before he let go completely, he growled to her. "Make a wrong move, and I rip your wings off and make you eat them." Then he let her go.

Shayera stared at him for a moment, then turned to the League. "They're building a hyperspace bypass. When it's active, it'll destroy the planet and everyone on it." She approached Bruce and handed over what looked like a purple video cassette. "Here; this has all the information on the project." Bruce simply glared at her. "Believe me; I didn't know the magnitude of Talak's plan."

Without taking his eyes off of her, Bruce took the device. "We'll check it out." As he turned away from her, he said, "There's the door." Wonder Woman, Flash, Superman and the Martian all walked past without making eye contact with the Thanagarian. Fourarms stayed where he was, not trusting the alien to not stab his friends in the back any more than she already had. Then he blinked. When had he decided that these people were his friends? True, they were all heroes, and they were willing to give their lives if it meant saving someone else, but when did he trust these people enough to call them his friends? Maybe he was just reaching out for friends after his loss.

Fourarms was so lost in thought that he didn't notice Shayera and John talking to each other. Before Shayera left the Batcave, she handed John a green ring. When she was gone, Ben returned to normal.

"She didn't propose to you or something, did she?"

John shot him a mild glare, then slipped the ring onto his right hand. A green glow surrounded his body, and then he began to levitate off the ground.

"Okay, that's pretty cool." Ben admitted.

The two heroes joined the others, who were watching a simulation of the effects of the hyperspace bypass. They watched as a simulated Earth was consumed by a bright, crackling energy.

"Ingenious." Batman muttered.

"Yeah, I'm impressed," said Superman, taking off his glasses again, "let's go wreck it."

"How?" asked Green Lantern, "It's behind a force field."

Before anyone could come up with a response, a bright green flash went out, and a squeaky voice shouted, "GREY MATTER!"

A six-inch tall, gray alien with a bulbous head clambered onto the arm of Batman's chair, then leapt to the keyboard. He jumped from key to key, as familiar with the technology as if he'd been using that computer for years.

"The bypass is too dangerous to have a crew maintaining the force field on-site. They would probably be keeping it active via broadcast signal, most likely on board the command ship." Grey Matter hit a few more keys, and brought up an image of the Thanagarian flagship and highlighted a particular section of it. He jumped off of the keyboard and transformed back into Ben, with a smug smile.

Batman glanced at the teen, then looked at the League. "Go shut it down." He ordered. "I'll take care of the bypass."

"That thing's the size of a city," exclaimed a skeptical Flash, "what are you gonna do, throw a batarang at it?"

Batman didn't even blink. "Something like that." He got up and headed to where his spare costume was located. "Proximity sensors were triggered a moment ago. Suit up."

The heroes who wore costumes merely took off their clothes, since they were wearing their costumes underneath. J'onn merely shapeshifted into what he commonly appeared as, and Ben activated the Ultimatrix.

After selecting the alien he wanted, he used his catchphrase, more out of habit than choice. "It's Hero Time!" and slammed down the dial. In a bright green flash, he was replaced by a creature with a body that seemed to be made of blue stone, save for his arms, head and the two spikes coming out of his shoulder blades, which were made of diamond. "DIAMONDHEAD!" the alien announced.

The rest of the League quickly returned, with Flash wearing a mischievous grin. "Seriously? 'It's Hero Time'? And you're giving us grief over corniness?"

Diamondhead merely looked away. "Shut up." He said petulantly.

"Get ready to ambush them." Batman's glare dragged them back into their current predicament.

All of the heroes went into the shadows just as the door to the manor exploded inwards. Two dozen Thanagarian soldiers marched in. Two of them were armed with heavy cannons, while the rest wielded swords, spears, axes and maces.

Their leader barked out orders. "Spread out," he said, "they're hiding here somewhere."

Before the hawk-people took another step, a green blade sliced through one of the cannons, while several large spikes of diamond pierced the other weapon, rendering it useless.

"Who's hiding?" Diamondhead smirked as he and the League emerged from the shadows.

"Come and get some." Green Lantern's eyes glowed with emerald fire, then he lifted off the ground, avoiding Thanagarians attempting to kill him, while blasting one of them in the face with his power ring.

Wonder Woman used her lasso to catch one alien by the ankles and swung him towards the Manhunter, who simply stuck his arm out, catching the bird-man in the head. Flash weaved through the soldiers, hitting them at high speeds, then rushing away.

One Thanagarian drew a bead on the speedster with his pistol, but Superman crushed both the weapon, and the soldier's hand. As he cried out in agony, Superman said, "Let's use our indoor voice." He then punched the Thanagarian into a stone wall.

Two more Thanagarians were pursuing the Flash, but he avoided every shot they fired. He zoomed around them and spun his arms fast enough to create a small tornado. The twister blew them into the bottom of the giant penny, which collapsed on top of them, tails-side up.

Flash ran on top of the penny. "Tails," he quipped, "I win."

Batman swung from the ceiling on a grappling line, kicking one soldier in the face. He let go of the line to land on the ground. As he did so, he threw three batarangs into the chest armor of three Thanagarians. The blades didn't penetrate, and the warriors hovered in the air with a look of contempt on their faces.

"Your weapons are pitiful." One gloated. None of them noticed the blinking red light on each batarang.

"Wait for it." Behind the Dark Knight, hundreds of eyes glowed in the darkness. Hundreds of bats swarmed the Thanagarians, attracted by the signals emanating from the batarangs. The soldiers were quickly reduced to unconscious, bleeding wrecks.

Diamondhead found an easy fight with his opponents. Their weapons couldn't penetrate his diamond body, and when he shifted one of his arms into a diamond blade, he easily destroyed their weapons, and he was strong enough to easily knock them out.

Soon enough, the fight was over. After tying up the aliens, the seven heroes walked out of the Batcave and back into Wayne Manor. They found Alfred sweeping up the shattered remains of the front windows.

"Mind the glass, sir." He warned calmly, as they left.

Batman turned to Green Lantern. "I want you, Superman, Wonder Woman and Diamondhead to go to the command ship, and shut down the force field."

"And the rest of us?" J'onn gestured to Batman, Flash and himself.

"You're going to help me retake the Watchtower." Diamondhead remembered Batman telling him about the League's advanced space station, in orbit around the planet.

"It's crawling with Thanagarian soldiers," Flash pointed out, "how're you planning on getting inside?"

"With that." Batman pointed outside, where the shuttle that the Thanagarians had arrived in lay waiting.

"Good luck, guys." Diamondhead slapped the Ultimatrix symbol on his chest. "JET RAY!" he cried out as he turned into the manta-like alien. He and the other three heroes flew out towards the direction of the Thanagarian fleet.

Batman, Flash and the Martian entered the alien craft. J'onn spent several minutes examining the controls.

"Well?" Batman asked.

"I have no idea how to fly this vessel."

"What's this do?" Flash asked as he pressed a button. A beam of energy fired from the ship, making a fairly large hole in the side of Bruce's house.

Batman moved his face very close to Flash's. "That's. Not. Helping." Batman said through gritted teeth.

J'onn looked up. "I need one of the hawk-men."

It took a few minutes, but Batman brought up their leader, whose name was Kregor, and was one of Talak's chief advisors, and slammed him into the side of the ship.

"You think I'll tell you anything?" Kregor sneered. "I'd sooner choke on your bones."

"Okay by me," said Flash, cocking back his fist, "can I start with these?" J'onn stopped him before he actually struck.

"We're running out of time," the Martian said, "I'll take the information from him."

"I thought you couldn't read their minds?" Flash asked his telepathic friend.

The Martian's eyes glowed as he gripped Kregor's head. "I'll just have to try harder."

Neither Batman nor the Flash could see what J'onn was going through in the Thanagarian's mind, but somehow Kregor's mental defenses were strong enough to affect the Martian's physical body. Slash and claw-marks appeared all over him, and his cape, which was just skin shapeshifted to look like a cape, was torn to ribbons. However, this didn't last long. After only a few more moments, J'onn released his hold on Kregor, stumbling slightly. His wounds immediately began to fade.

"I… I have what we need." J'onn clearly did not enjoy what had just happened.

A few minutes later, the Thanagarian shuttle lifted off, heading towards the Watchtower. As it left, Alfred stepped out onto the yard. He spotted Kregor lying on his side, a small stream of drool falling from a corner of his mouth. It was possible that J'onn's mental attack had left him comatose.

Alfred, remembering how the alien had struck him when he and his ilk had intruded upon the Wayne household, merely glared and said, "I'll have to ask Master Bruce to not leave trash in the yard."


As the stolen shuttle neared the Watchtower, J'onn shapeshifted to look like Kregor. Activating the communication systems, he spoke in Kregor's voice.

"Shuttle Elipson-sixteen, requesting entry." He sent a code to the waiting Thanagarians. "Confirm docking code."

"Docking code confirmed." Came a response as the Watchtower's docking bay opened. "You are clear to come aboard."

When the shuttle landed, 'Kregor' stepped down the ramp towards a pair of waiting Thanagarian guards.

"We weren't expecting you, sir." Said one in surprise.

"There's been a change of plans." Said the Martian, as he shapeshifted into a creature that resembled a blue Cyclops.

He quickly subdued the two guards, but more entered the docking bay. One prepared to open fire, but he was disarmed when a batarang disabled his weapon, and Batman punched him in the face with an electrically-charged set of brass knuckles. The rest of the Thanagarian garrison was swiftly defeated by Batman, the Flash and the Martian Manhunter.

Thanagarian Fleet

It was quickly apparent to Jet Ray, Superman, Wonder Woman and Green Lantern that they had been detected. They might have been tipped off by a swarm of fighter-craft surrounding the flagship that was hundreds strong.

"Pretty bad odds." Commented Wonder Woman.

"For them, maybe." Was Jet Ray's response.

Superman agreed. "Yeah. They don't stand a chance."

To say it was a battle would have been a lie. It was a beat-down. Superman and Wonder Woman simply flew through the fighters, their enhanced durability allowing them to be unaffected by the impacts, while leaving a trail of falling wreckage behind them. Green Lantern and Jet Ray took down any stragglers, the energy attacks used by both Jet Ray's neuroshock blasts and Green Lantern's power ring easily cutting through the metal of the fighters.

Most of the fighter pilots saw Superman and Wonder Woman as greater threats, and focused their attacks on them. Nobody on the outside seemed to notice Green Lantern cut his way through the hull of the flagship and make his way inside.


Batman, Flash and the Martian Manhunter stood over the unconscious bodies of the last Thanagarians on the Watchtower.

"Okay," said the Flash, "the Watchtower's ours again." He ran over to Batman, who had been using one of the computers while the other two had been fighting the soldiers.

"So where's your secret weapon?" He asked the Dark Knight.

"You're standing in it."

Flash's eyes widened. "Wait… you mean we're gonna…"

"Take the Watchtower out of orbit and drop it right on top of their little science project." Finished Batman. He gestured to the fallen Thanagarians. "Get them to the escape pods."

As the heroes dragged the soldiers away, the Watchtower's engines pointed the massive station towards the coordinates that Batman had programmed into the navigational systems. The three moved as quickly as they could to get the Thanagarians to the escape pods. Thanks to the Flash, it was quick work.

"Are these the last of them?" asked J'onn.

"Yep," said the Flash, as Batman began to silently back out of the pod, "the 'tower is completely pest-free."

"Good." Was all Batman said as he pressed the launch button. The doors closed and the pod launched, with Batman still on the Watchtower.

Flash and the Martian rushed to the communicator. "What are you doing!?" demanded J'onn.

"I can't risk having the Watchtower burn up on reentry. I'll have to guide it in manually." Batman paused for a moment. "Gentlemen, it's been an honor."

The heroes in the escape pod bowed their heads in sorrow, knowing that Batman had just consigned himself to death.

Thanagarian Flagship

The first that anyone knew that John Stewart was aboard the flagship was when he burst through the lower decks, blasting any Thanagarian in his way. Using security cameras, the soldiers on the bridge, including Hro Talak, could see what the Green Lantern was doing, and where he was going. At the sight of the human's face, Talak ground his teeth. He hated John Stewart. That man had stolen the love of Shayera Hol away from him. She had even betrayed her people, warning the Justice League of their plans, and even giving the Lantern back his ring. For her treason, she had been imprisoned in the brig. He had tried to reason with her, told her that the only way for their people to survive was if the humans died. Instead, she had decided that Earth's people were more deserving of her love. One person on Earth in particular.

"Intruder alert!" one of the bridge officers cried into the ship-wide communication. "All security teams to engineering!"

"Belay that!" barked Talak, as he strode towards the door, his axe in his hand. "Green Lantern is mine."

Had Talak stayed on the bridge for a few minutes more, he would have seen Wonder Woman slam a fighter through the hull surrounding the bridge. She quickly flew through the hole that she'd created, followed by Jet Ray. After subduing the bridge officers, Diana picked up a sword and marched through the door, followed by Jet Ray. Unfortunately, there were two separate paths leading towards engineering.

Wonder Woman looked at her alien friend. "You ready?" she asked.

"Give me a second." Jet Ray slapped the Ultimatrix dial on his chest. In a now-familiar green light, Jet Ray was replaced by an enormous, brown and tan dinosaur that stood on two legs. "HUMONGOSAUR!" he yelled.

Diana smirked. "Flash would love that one."

Humongosaur grinned back. "I'll bet." He looked at the forked path. "Whaddya say? You go left, I go right?" Diana nodded. "Great. Let's see who gets to the shield control thingy first."

Wonder Woman gave a small laugh. "You're on." Giving an Amazonian war-cry, she rushed down her path. Not to be outdone, Humongosaur let out a roar and charged down his own hallway. Woe to any Thanagarian in their way.

Wonder Woman found the Thanagarians to be fierce opponents, but she could still take on small groups of them without much trouble. As she defeated one group, she noticed a door covered with irregularly-placed bars. Behind the bars, and inside of a force field, stood Shayera Hol. Once known as Hawkgirl, she had been one of Diana's best friends. But she had spat on that friendship, and Amazonians do not take kindly to traitors.

"I should leave you to burn." The Amazonian princess all but snarled the words. She then raised her sword and slashed it through the controls to Shayera's cell. The bars withdrew into the wall and the force field disappeared. Without another word, Diana marched away. As soon as she was gone, Shayera stepped out of her cell and, after picking up a fallen mace, flew off towards the shield control.

On the engineering deck, Green Lantern used his ring to pry open a set of door. Behind them was a large room with a force field, shaped like a pillar, inside of which was a small device with a plunger-like attachment.

"The force field controls." John looked up to see Hro Talak, the Thanagarian commander, land in front of the force field. "That is what you came for, yes? You want it?" he raised his axe into a ready position, "All you have to do is get by me."

"It'll be a pleasure." Lantern raised his ring and sent a beam of energy at Talak, who deflected it with a swing of his axe.

"No." Talak gave a glare. "This won't be like the last time that you took something that belonged to me."

Lantern's eyes narrowed. He knew that Talak was talking about Shayera. "Anything I took was freely offered. Maybe you should take better care of your stuff."

John sent several more bolts of energy at his foe, all of which were deflected. Both flew into the air, with John forming a triangular shield to block Talak's axe. The blow still took a chunk out of the shield. After several more blows, Lantern figured that he would be better off dodging Talak's blows than blocking them. Unfortunately, he still took several hits from both Talak's fist and from the hilt of his axe. One blow in particular knocked him into some machinery, which exploded, giving him several cuts on his face.

Stunned, Lantern couldn't stop Talak from picking him up by the throat. "I've beaten you, little man." Talak raised his axe. "Any last words?"

As Lantern's head cleared, he said, "Yeah; you can kiss my axe!" His ring created a green battleaxe in his hand, and both combatants swung at each other, attempting to overpower the other.

Humongosaur crashed through yet another pack of Thanagarians. Aside from a few cuts and bruises, he was doing alright. He wondered how the others were doing. He knew from fighting alongside them that the Justice League knew what they were doing, but in the short time that he'd known them, he had come to care for them. Even brooding Batman. He idly wondered if it was just his grief making him attached again.

As Humongosaur rounded another corner, he spotted another group of soldiers. With a roar, he crashed into them, punching, kicking and even swatting one with his tail. As he was finishing, he noticed another one out of the corner of his eye, a pretty female with long, red hair. As he turned to charge, she held up her hands.

"Wait, please!"

Humongosaur paused. Sure, she had been wearing a helmet the last time he'd seen her, but that voice…


The Thanagarian blinked. "Yes, it's me. You're… Ben, right?"

Humongosaur nodded. "Right now, you can call me Humongosaur. What are you doing?"

Shayera hefted her borrowed mace. "I want to help take down the shield controls." She looked down, shame obviously on her face. "And I want to atone for what I've done. Maybe I can never fully repair the damage I've done, but I want to start here and now, before it's too late."

Humongosaur nodded. He could understand wanting to fix a mistake, especially one that had lives on the line. He still hadn't come to terms with what happened. It was too soon.

"Let's go." As he stomped off, Humongosaur looked over his shoulder, "If you stab me in the back, you better make sure it kills me. Otherwise, it'll be the last thing you ever do."

Shayera nodded. That was as good as she deserved. Maybe even better.

They didn't encounter further resistance on their way to the shield controls. Humongosaur had to bend the frame of the walls a little in order to get through, but when he did, both he and Shayera found a horrible sight. Hro Talak had just brought down the blunt part of his axe like a club across Green Lantern's forearm, shattering the bone. With a scream of pain, John fell to his knees. Talak then delivered a wicked uppercut, sending Lantern across the room where he lay very still.

As Talak raised his axe for the killing blow, Shayera called out. "Hro! Enough!" Talak turned. His eyes widened when he saw Humongosaur, but his gaze quickly went to Shayera. The traitorous Leaguer continued to walk toward him, until they were inches apart.

"The fight's over. You're a soldier, not a murderer."

Talak paused for a moment, then delivered a vicious backhand, sending her to the ground.

"I'm a fool!" he shouted, "For ever loving you!"

He would have attacked her further, but a massive fist filled his vision and sent him hurtling into a wall. When his vision cleared, he saw the enormous creature, panting with rage.

Humongosaur was indeed furious. What was it about Thanagarians that made them treat women so cruelly? First had been the way that they'd treated Diana, now this? Ben had always been taught to respect women, and this stood in the face of everything that he'd been raised with. He wasn't going to let this go! He slapped the Ultimatrix dial on his chest. In a flash of green light, stood a seven-foot tall creature that seemed to be made of a green, plant-like material. His head was a red and yellow flame pattern.

"SWAMPFIRE!" he yelled in a deep, nasally voice. He glared at Talak. "Okay, buddy. Let's go!" with a yell, Swampfire charge at him, fist raised.

Talak flew at the plant creature, low to the ground. With a horizontal cut, Talak's axe sliced clean through Swampfire's leg!

"No!" Shayera was still slightly stunned, but seeing the man that she'd once loved do something so needlessly cruel was too much. She was about to rush into the fight, when something amazing happened. A vine grew out of the stump of Swampfire's leg, and attached to the severed limb, then, with a sickening, sucking sound, the limb reattached! Swampfire stood up, smirked and a fireball appeared in one hand! Talak was so stunned that he didn't have time to dodge. The ball of flame hit him square in the chest, sending him hurtling to the ground. Swampfire thought that was the end of it, but Talak got back up, his face full of rage.

Swampfire figured that he'd have to use something with a little more power. "Time to go Ultimate!" he shouted.

He twisted the Ultimatrix dial on his chest, then slapped it. Four spikes poked out of the circular dial, and Swampfire's body became a gray, wooden color. He became more hunched over in appearance, and several large, blue shells appeared on his head. His face also appeared inside of another blue shell.

"ULTIMATE SWAMPFIRE!" he roared. Raising his hand, he sent a massive blast of blue flame into Talak, who yelled in pain. "Shayera!" he called out. The Thanagarian had been helping Lantern get back to his feet. "See if you can shut down the shield while I keep him busy!"

Shayera and John both nodded. It was now or never.


As the Watchtower entered the Earth's atmosphere, Batman struggled to keep the station on course. Activating his comlink, he radioed Superman.

"We're cutting it a little close." He flinched slightly as a flaming piece of debris fell near him. "Have you shut off the force field?"

Back at the outside of the flagship, Superman shot down another fighter with his heat vision before replying.

"Not yet. Where are you?"

"Aboard the Watchtower." Admitted Batman, "Guiding it to target."

"That's insane!" was Superman's worried response. "Get out of there!"

"Negative. I'm staying." Anything else Batman might have said was lost in static.

"Batman!" Without even a backwards glance, Superman flew towards the Watchtower, easily finding it with his enhanced senses, but praying that he would reach it before it was too late.

Thanagarian Flagship

Talak knew that he was outmatched. This shapeshifting creature had been powerful before, but this enhanced form, this Ultimate Swampfire, was in a league all its own. It was probably powerful enough to kill him with ease, but he had a suspicion that the creature was holding back.

"Not going to kill me?" he taunted. "Are you too scared to bloody your hands?"

Ultimate Swampfire growled. He was doing his best not to kill him, but this guy just wouldn't stop. He decided to use a little more force. Reaching up, he took a glob of blue stuff out of one of his shells and threw it at Talak's feet. He then sent a small stream of fire at it. The blue slop was extremely explosive, and the blast sent a smoldering Hro Talak slamming into a wall, where he then slid to the floor in an almost cartoonish fashion. After checking to see that he wasn't dead, but still not a threat, Ultimate Swampfire turned around.

"Hey!" He shouted. "How's it coming, you two?"

It had been hard for Lantern to draw up enough willpower to crack through the shields of the controls. He was in so much pain, but he managed to push past it, thanks to his training from both the Marines and the Green Lantern Corps. Once the shield fell, he tried to push the plunger-like device down, but with only one working arm, he wasn't strong enough. That is, until Shayera placed her hand over his, and adding her strength to his own. Together, they deactivated the shields around the bypass.


As the fiery remains of the Watchtower plummeted towards the bypass, Batman struggled to remain conscious. The extreme heat of reentry had pushed him to his absolute limit. Sweat rolled off of him in waves, and the only thing that he could still focus on was the targeting path on the computer screen in front of him, which miraculously still worked.

Finally, just when he knew that there was no way that the station wouldn't hit the bypass, did Batman allow himself to pass out. Fortunately, before the impact, Superman crashed through the walls of the station, and pulled both Batman and the seat he was strapped to, to safety. Seconds after they exited, the Watchtower, home and base of the Justice League for two years, crashed into the hyperspace bypass. The entire device, the size of a city, exploded with a force not seen since the atomic bomb was dropped on Japan. Over 200 miles wide, and nearly 20 miles deep, the crater could be seen from orbit.

Superman and Batman, who'd regained consciousness, took a moment to look out over the devastation, before the Man of Steel turned to the Dark Knight.

"Always have to be the hero, don'tcha?"

Batman looked at his friend for a moment, before giving a tired smile. "Right back at you."

Thanagarian Flagship

Ultimate Swampfire, Green Lantern and Shayera looked at the crater that was the hyperspace bypass via a viewscreen in the room. Shayera gave them both a satisfied smile before she looked down at the floor with a sad, guilty expression.

She's realizing what she's done, thought Ultimate Swampfire; she's betrayed her entire species. What will she do now?

Further introspection was interrupted by the appearance of several dozen Thanagarian soldiers that flooded the room. The three prepared to defend themselves, when cries of pain from the back of room caused everyone else to turn. Standing over the unconscious forms of several Thanagarians, bloody, bruised but unbowed, was Wonder Woman!

"Who's next?" she asked, raising her sword. As more of the soldiers began to charge, a voice rang out.

"Stand down!" Charred, bruised and beaten nearly to a pulp, stood Commander Hro Talak. "Lower your weapons." The soldiers quickly obeyed.

"Commander?" one of them asked.

"Our mission is a failure." Talak went on. "There's no more reason to fight. Let them go." He ignored the incredulous looks from both his soldiers and the heroes and limped over to Shayera. "I hope you're proud of yourself. It'll take years for us to rebuild elsewhere."

Shayera stared at him, unflinching. "Then you'd better get started." With that, she, Lantern, Wonder Woman and Ultimate Swampfire marched out of the room. No one made a move to stop them.

Wayne Manor, the Next Day

Ben Tennyson and Shayera Hol sat next to each other on the couch, watching the news. The television showed hundreds of Thanagarian ships leaving the planet. The reporter went on to thank the Justice League for what they did to save the world.

Another thing that's different here, Ben mused, instead of hating heroes, like Will Harangue, the media gives them props. Go figure.

Shayera turned off the TV and looked at her feet. "They've been in there a long time."

"Yeah," Ben replied, "they have."

They were referring to the League, which was currently having a discussion about its future, and the future of its traitorous teammate, in the dining room. Since she had betrayed them, she had lost the right to voice her opinion on League matters. Since Ben wasn't a League member at all, he had been politely asked to leave.

The two had spent the last several hours talking, Ben trying to raise her spirits, and she spent the time listening to some of Ben's adventures from when he was younger. She had been more than a little surprised to learn that Ben had begun his superhero career at only 10 years old.

Though Ben had been trying to make Shayera feel better, in truth, he'd actually improved his own mood. Talking about the good times from that fateful summer vacation allowed him to remember the other happy times with his friends and family. Maybe he'd never get over it, but at least he knew that he could feel better. At the very least, he knew that he wouldn't try to kill himself again.

Although he was feeling slightly better, he could tell that Shayera was still depressed. She had lost everything. So had Ben, but he had gained a few friends that would support him. Shayera had betrayed those friends, as well as her entire species.

Now here she was, watching her people fly off in defeat, knowing that it was her fault. Without her Thanagarian armor, and all of her other clothes destroyed along with the Watchtower, Bruce Wayne had at least provided her with a pair of jeans, shoes, and a white shirt with the back cut away to allow for her wings.

Ben sighed. "Look, Shayera." The Thanagarian stopped staring at her shoes to look at him. "I know at least part of how you feel. I know what it's like to lose everything." She looked at him, confused. Mustering up his courage, Ben continued. "You may have lost your friends' trust, but at least they're still alive. You can rebuild that trust, as hard as it might be. My friends and family, everyone that I've ever cared about, was killed two days ago." There. He'd said it out loud.

Shayera looked at him in shock. He'd gone through that kind of trauma, and had been thrown into a universe that was completely strange to him, and he'd still risked his life to save a world that wasn't even his?

"I'm just gonna say this," said Ben, "if you hadn't made the sacrifices that you made, there's a good chance that we wouldn't be here today to hear that reporter's annoying voice." Shayera gave a weak smile. Ben put a hand on her shoulder. "Whatever they decide in there, in my eyes, if no one else's, you're a hero."

Shayera gave Ben another smile; this one, however, was genuine.

"She exploited our weaknesses, betrayed us…" Wonder Woman had been ranting about what Shayera had done to them, and by this point had probably repeated several of her own points.

"Come on," Flash said, in Shayera's defense, "she was in the ultimate no-win situation; but when push came to shove, she came through for us, just like always."

"She is a pariah to her people." J'onn added. "We are all she has left."

"Believe me, J'onn, I feel for her." Said Superman, "But after everything that's happened, I honestly don't know if I can ever completely trust her again."

Green Lantern looked at the table, silent since the discussion began.

"We're arguing in circles." Said Batman, "It's time to take a vote."

"Excuse me Miss Hol," Alfred said as he entered the room. Both Ben and Shayera stood up, apprehension on their faces. "They sent for you."

"Thank you, Alfred." The butler nodded, and walked away. Before she headed to the dining room, she gave Ben a small hug. "Thanks, Ben."

Ben returned the gesture, though it was hard to hug someone with wings. "No problem, Shayera."

As soon as she entered the dining room, Ben quietly went over to the adjacent wall. He hoped to hear what the League had to say. Maybe they'd go easy on her. He jumped slightly when he heard a soft cough. He turned to see Alfred, with a small smile on his lips. Before Ben could explain what he was doing, the butler put his ear to the wall, and gave Ben a wink. Ben grinned, then mirrored Alfred's action.

Shayera entered the dining room to find the other six League members standing in a line. All stood with their backs straight and their shoulders squared. Even Green Lantern, whose right arm was in a cast.

"Hawkgirl…" Began Superman.

Shayera interrupted him. "Before you start, I have something to say." She took a deep breath. "I came to this planet as a patriot. I had a mission and I carried it out. What I couldn't know was that I would come to care for the Earth, and her people." She looked at each of her teammates in the eye; even Batman, who looked at her in suspicion, and Wonder Woman, who still gave her a look of contempt. "That I'd come to care for all of you. I've spent the last five years torn between my feelings and my duty. I won't ask you to do the same." Her spine straightened, and some of her old fire returned. "Therefore I am resigning from the Justice League, effective immediately."

She turned and walked towards the door, leaving six stunned ex-teammates behind. Flash recovered fastest and stopped her long enough to give her a hug. She returned it, and whispered in his ear.

"Tell the others to take care of Ben; he needs friends right now."

With that, she let go, and walked out the door. She didn't look back.

"Great," muttered Flash, "no Hawkgirl, no Watchtower; what's gonna happen to the League now? Do we all just walk away?"

"No," said J'onn, "we rebuild. Starting today."

"J'onn's right," agreed Superman, "Earth still needs us, and we'll never let her down. It's our duty."

Green Lantern looked down, still silent.

Ben didn't know what to say. He'd known Shayera for even less time than the rest of the League, but he still counted her as a friend, and now she was leaving? He wanted to say something, anything, to get her to stay, but found he couldn't

"Good luck." Was all he'd managed to say. Still, he made sure to give Shayera one last hug before she left. . She was a lot like him, in a way. They'd both had their lives shattered, and now she was going to find her own way in the world. How could he do any less? He wasn't sure if he was ready to be a superhero again, but that didn't meant he couldn't live his life.

As he sat there, thinking about his future, Alfred walked in.

"Excuse me, sir." Ben looked up. "They're ready for you."

"Thank you, Alfred." Ben walked into the dining room. The Justice League was present, minus Green Lantern.

"Now then," said Superman, "What to do with you?"

Shayera stood at the edge of the cliff near Wayne Manor. She heard footsteps, but didn't turn around. She knew who it was.

"You never asked how we voted."

Shayera barely glanced at John Stewart before returning her gaze to the sunset. "It doesn't matter."

"So… where're you gonna go?"

"I don't know." Said Shayera after a moment. "Some place where the fate of the world isn't in my hands. Some place where there are no more secrets, no more lies."

"Was it all a lie?"

Shayera turned to look at the Lantern. "I love you, John." She said that with a small smile. "I never lied about that."

After a moment of staring into his eyes, Shayera Hol turned around, opened her wings, and flew off into the sunset.

John Stewart watched her go, until she was too far to see. Only once she was gone did he allow the tears to fall.

"I love you, too."