I do not own X-men or Young Justice.

*Washington, D.C.: July 5, 00:01*

It seemed like such a good idea at the time. After years of training under their mentors; Robin, Kid Flash, and Aqualad had been promised entry into the Justice League headquarters, only for their friend and fellow 'sidekick' Speedy to reveal that they'd been misled. Frustrated with their mentors' lack of trust in them, they had taken off to investigate a fire at Project Cadmus. Aqualad's Superboy's

Imagine their surprise when they found a secret underground facility, containing strange monsters, called Genomorphs resulting from genetic experiments. Their unauthorized mission quickly went south when their cover was blown leading to the largest discovery of the nigh a clone of Superman.

Though the clone was more of a Superboy at the moment, having the appearance of a 16-year-old. Cadmus was planning on using the boy as a weapon so of course they tried to rescue him. But even that went wrong when Superboy attacked his would be rescuers.

Which brought them to their current situation, of all three of them currently trapped inside glass capsules, with Superboy staring at them.

"What? What do you want?!" Kid Flash cried, but Superboy didn't respond, only continued to stare at them. "Quit staring. You're creeping me out."

"Uh, KF, how about not ticking off the guy, who can fry us with a look" said Robin.

"We only sought to help you" said Aqualad.

"Yeah, we free you and you turn on us!" Kid Flash cut in. "How's that for gratitude?"

"Kid, please, be quiet now" said Aqualad, before the young speedster could make things worse. "I believe our new friend was not in full control of his actions."

"What-what if I wasn't?" asked Superboy, breaking his silence.

"He can talk?" said a surprised Kid Flash, he was starting to believe the clone was mute.

"Yes, he can" Superboy retorted, clenching his fists in frustration.

Robin and Aqualad gave Kid Flash a look. "What? It's not like I said 'it'."

Hoping to salvage the situation before Kid's mouth made things any worse, Aqualad took over the conversation.

"The Genomorphs taught you telepathically."

"They taught me much" Superboy confirmed. "I can read, write, and I know the names of things."

"But have you ever actually seen them?" Robin asked. "Have you ever seen the sun or the sky?"

"Images are implanted in my mind…but no."

"Do you know what you are?" asked Aqualad. "Who you are?"

"I am Superboy, a Genomorph clone of Superman" the boy recited. "Created to replace him should he perish. To destroy him should he turn from the light."

"To be like Superman is a worthy aspiration" said Aqualad, keeping his composure while Robin and Kid Flash traded worried looks. "But like Superman, you deserve a life of your own, beyond that solar suit, beyond that pod, beyond Cadmus."

"I live because of Cadmus!" Superboy raged. "It is my home!"

"Your home is a test tube" said Robin. "We can show you the sun."

"Uh, pretty sure it's after midnight" Kid Flash commented. "But we can show you the moon."

"We can show you, introduce you to Superman" said Aqualad.

Superboy found himself intrigued by the idea of meeting the Man of Steel.

"No, they can't."

Entering the chamber was Dr. Desmond, the head of Project Cadmus and at his side was his assistant and the hero known as Guardian. Each had a small horned Genomorph gnome on their shoulder.

"They'll be otherwise occupied" Desmond sneered. "Activate the cloning process."

"Pass. Batcave's crowded enough" Robin smart mouthed.

"And get the weapon back in its pod!" the scientist ordered Guardian.

Moving like a mindless drone, Guardian walked up and put his hand on Superboy's shoulder to lead him out. Surprisingly Superboy shook off the helmeted man's hand.

"Don't start thinking now" said Desmond. A Genomorph gnome jumped onto Superboy's shoulder. The creature's horns started to glow, signaling the use of its psychic abilities, suppressing Superboy's will. "See, you're not a real boy. You're a weapon and you belong to me! Well, to Cadmus, same difference! Now get back to your pod!"

Superboy turned and left the room without a word, just as Desmond's assistant notified him the cloning process was ready to begin.

Robotic arms descended down on the young heroes, the attached syringes pierced into their chests, drawing blood from their veins.

Suddenly a savage cry echoed through the chamber and a young girl dropped down from above, landing on top of the control console for the pods, and surprising everyone present. The girl was small looking to be about 13 years' old with long black hair and forest green eyes. Dressed in a black leather vest and pants, and combat boots, she didn't appear to be anything other than an ordinary girl.

Yet Robin, Kid Flash, and Aqualad did notice a sudden change in both Dr. Desmond and his assistant. Fear plain as day was written all over their faces.

"X-23" Desmond gasped, as he and his assistant backed away from the girl.

The surprises weren't over yet as the girl now known as X-23, released two metal blades from between her knuckles on each hand. Using these claws, she tore into the console destroying the controls and putting a stop to the machines collecting the sidekicks' blood.

Then X-23 turned her focus to the cowering scientists. The girl stacked towards them, as Desmond and his assistant coward in fear.

"Guardian!" Desmond cried, calling the Cadmus head of security to his defense.

But X-23 wasn't intimidated by the man and seemed to be fully prepared to fight him if that was what it took to reach Desmond. But then suddenly the door to the chamber was torn off its hinges by Superboy.

"Superboy, attack her!" Desmond ordered, running to the clone's side.

Having secretly been watching the sidekicks' efforts to convert him, X-23 waited curiously to find out what Superboy would do.

"Don't give me orders" said Superboy, easily lifting Desmond off the ground with one hand. Using his super strength, the clone threw the good doctor into Guardian and the assistant scientist, sending crashing into the chamber walls leaving them all to drop unconscious on the floor.

Superboy then turned his focus to X-23, unsure if she was going to get in his way. But the girl simply retracted her claws and stood aside, allowing him to pass and approach the pods holding Robin, Kid Flash, and Aqualad.

"You here to help us, or fry us?" asked Kid Flash.

Superboy squinted at the young speedster, as if trying to do just that.

"Huh, I don't seem to have heat vision, so I suppose helping is my only option" said Superboy.

Suddenly Robin's restrains unlocked, releasing the Boy Wonder. "Ugh finally! Good thing Batman's not here, he'd have my head for taking so long."

"Seriously, that's what you're worried about?" Kid Flash said incredulously. "The whole League will have our heads after tonight."

Ignoring his friend, Robin instead turned to Superboy. "Free Aqualad. I'll get kid mouth."

"Don't you give me orders either" said Superboy, before jumping over too free Aqualad.

With Aqualad and Kid Flash free they all turned their focus to X-23, who was standing over the now awake Dr. Desmond. While none of them could understand the fear the doctor had for the girl, they did know they couldn't afford to wait around.

"Hey, we've got to go!" Robin called.

X-23 hesitated for a moment as if she struggled with the idea of just leaving Desmond but self-preservation won out and the girl took off after the others, ignoring the doctor's threat of placing them all into pods.

"That guy is not whelmed" said Robin, turning to throw three explosive batarangs at the pods, destroying the collected DNA along with the lab. "Not whelmed at all."

"What is it with you and this 'whelmed' thing?" asked Kid Flash, as they took off.

"So no one's going to ask about the girl with knives in her hands?" asked Kid Flash. "And what's with the name 'X-23'? are you another Genomorph?"

X-23 didn't even bother responding to the speedster's questions, instead focusing on their escape.

"Questions can wait" said Aqualad. "We are still got 42 levels below ground, but if we can make the elevator…"

Reaching the elevator wasn't going to be easy as a pack of giant elephant sized Genomorphs appeared to stand in their way. Turning around wasn't an option as smaller, human sized Genomorphs started to hatch out of egg like structures, attached to the walls.

One of the large elephant sized Genomorphs slammed its fists down towards them, prompting to jump back lest they be crushed. Intent on escape, X-23 in an impressive display launched herself into the air, flipping over the Genomorph's head, landing on its back. Releasing her claws, X-23 stabbed into the base of the creature's neck killing it quickly and efficiently.

Enraged by the death of one of their own, the giant Genomorphs all moved to crush X-23, but their large sizes made for slow clumsy movement. Using this to her advantage X-23 rushed through the Genomorphs leaving them to trip over themselves as she passed by, while also creating an opening for Kid Flash, Robin, and Aqualad and Superboy to follow.

Using her claws to tear the elevator doors open, X-23 released sets of claws in her hands, and to the others' surprise a single blade on each foot. Digging her claws into the wall she then started to climb up the shaft.

"Serious?!" Kid Flash exclaimed. "How many of those does she have?!"

"Just come on" said Robin, firing line up for himself and Kid Flash, leaving Superboy with Aqualad.

Grabbing the Atlantean, Superboy leapt up the elevator shaft, but to his confusion they started to fall. Seeing them in trouble, Robin quickly threw a batarang at the wall, providing a handhold for Aqualad to grab, saving them.

"Superman can fly…why can't I?" Superboy wondered.

"Don't know, but it looks like you can still leap tall buildings in a single bound" said Kid Flash. "Still pretty cool."

"Ah, thank you" said the clone but it still obviously bothered him.

"Guys, this will have to be our exit" said Robin, as the elevator car started to descend towards them.

Together Aqualad and Superboy threw open the nearest door, getting them out of the shaft just before the elevator could fall on them.

"There's more coming" said X-23, sniffing the air.

By now having realized his comments were going to continue being ignored, Kid Flash chose to ignore the latest display of ability from their new companion and just let the girl lead them to the clearest route to the stairs she could find, using her sense of smell to avoid running into more trouble wherever possible.

But it didn't last long, as they soon found themselves at an intersection, and X-23 could smell the Genomorphs closing in on all sides. They wouldn't make it to the stairs before they were spotted.

"Turn left, brother" a voice suddenly sounded in Superboy's head. Trusting the voice, Superboy took the lead following the voice's directions only to end up at a dead end.

"Great directions, Supey" Kid Flash said sarcastically. "Are you trying to get us re-podded?"

"No, I don't understand" Superboy said in confusion.

"Don't apologize" said Robin, spotting a vent on the wall. "This is perfect."

Using the air vents, they made their way to an empty hallway, when Robin stopped for a moment to use his wrist mounted holographic computer.

"I hacked the motion sensors" the Boy Wonder smirked.

"Sweet" Kid Flash. "That'll keep them busy."

"Still plenty of them between us and out."

"But I've finally got room to move" the speedster smirked. Putting on his goggles, Kid Flash zoomed up the stairwell knocking aside any Genomorph in his path, as the others followed behind him.

"Enemy forces are approaching from behind" X-23 announced.

Superboy quickly put a stop to that, using his strength to tear down the stairs behind them, with a single stomp of his foot. Suddenly the hall was coated in red lights, and the alarmed sounded out, just as they exited the stairwell, and a large metal door dropped down cutting off the hallway.

"Oh, crap" Kid Flash groaned, as his poor control over his speed had him crashing straight into the barricade.

"We're cut off from the street" said Aqualad.

"Thanks. My head hadn't noticed" said the speedster.

Superboy tried to tear the door open but it wouldn't budge not even with Aqualad's help. Robin tried to hack the controls for the door, but found that he didn't have enough time to crack the system. To make matters worse, more of the elephant sized Genomorphs had caught up to them.

"Move" X-23 demanded, pushing Aqualad and Superboy aside.

Releasing the claws in her hands, X-23 carved straight through the door like butter, creating a hole just large enough for them to fit through, leaving the giant Genomorphs behind.

"It seems I was not needed after all, brother" the voice said inside Superboy's mind.

"Who are you?"

Within Superboy's mind appeared the image of a tall, slender blue skinned Genomorph with large horns, and fin-like ears. Superboy vaguely remembered him as one of Desmond's assistances.

"My name is Dubbilex. I was the one that set the fire and lured your new friends down into Cadmus. Woke them when they were in danger…"

"And guided me. Why?"

"Because you are our hope, the Genomorph hero" Dubbilex explained. "You will blaze a trail for all our brothers, showing us the way to freedom. Though I did not anticipate the appearance of X-23."

"X-23? Who is she?"

"A victim, but now she has chosen freedom. Have you done the same, brother?"

"Yes. I choose freedom."

"I will free Guardian and end the pursuit of you and your friends."

Dubbilex then ended the telepathic contact with Superboy, believing in that he would bring them freedom. But there was one last obstacle as Dr. Desmond stepped out into the hall, blocking their path.

"That's far enough" said Desmond, holding up a test tube filled with a mysterious blue liquid. "Project Blockbuster will allow me to restore order to Cadmus."

Drinking the chemical, Desmond's body went through a startling transformation. Growing larger, exploding out of his lab coat and shirt. His eyes turned blood red, and his skin tore apart revealing a gray hulking form of muscle, leaving only loose torn strips of his original flesh hanging from his face and shoulders.

With a savage beastly roar, it was clear that Dr. Desmond was gone leaving behind only Blockbuster.

Not about to lose his chance at freedom now, Superboy charged at Blockbuster, landing a few good blows on the monster, before being swatted away like a bug by the monster. His temper flaring, Superboy leapt into the air intending to slam down on the monster, but Blockbuster moved to meet him. Leaping into the air, Blockbuster grabbed hold of Superboy and sent them both crashing through the ceiling up several floors, reaching street level.

"That's one way to bust through the ceiling" said Robin, firing a line up through the hole.

"You think lab coat planned that?" asked Kid Flash, grabbing hold of Robin, as he grappled them upward.

"I doubt he is planning anything anymore" said Aqualad.

By the time they reached the top, they found Superboy trapped in Blockbuster's grip. Their arrival didn't go unnoticed though as the monster then threw Superboy into Aqualad, sending them flying into the back wall.

Kid Flash and Robin rushed back to check on them while X-23, released all her claws to stand against Blockbuster.

With a savage roar, Blockbuster charged at the girl with X-23 doing the same. Blockbuster made to grab X-23 but her superior speed saw her jump over the monster, flipping overhead and landing on Blockbuster's back, eliciting a cry of pain as her claws dug into his flesh.

Raising her right hand, X-23 was poised to claw out the back of Blockbuster's neck, when in a fit of rage, the monster leapt into the air crushing her between him and the ceiling, leaving her embedded in the stone.

Stunned by the impact, X-23 fell helplessly from the ceiling landing with a sickening crack against the floor.

Worried about their comrade, Robin ran off to check on her, hoping that she was strong enough to survive, leaving the others to deal with Blockbuster. But he didn't like what he found, X-23's spine was visibly twisted, along with a broken neck, it looked as if they had lost the mysterious girl. But it seemed Robin mourned too quickly as right before his eyes, the girl's injuries quickly started to heal, stitching bone and muscle together again at a rate far faster than any meta-human, he knew of.

Kid Flash sped towards Blockbuster, sliding under the behemoth's attempt to crush him under his fist. Distracted by the speedster, Blockbuster was left open for a combined attack from Aqualad and Superboy, taking a solid blow to the face from the two super powered teens, sending him reeling back, and falling over Kid Flash, who had taken a crouching position behind him.

"Learned that one in kindergarten" Kid Flash smirked.

Blockbuster rolled onto his front, only to find Superboy standing over him in a grappling stance. Taking the invitation, Blockbuster lunged at Superboy, slamming him into a stone column.

Superboy fought to escape the monster's grip, punching at Blockbuster's face, only for the beast to punch him further into the column, leaving him dazed. Blockbuster moved to go for another hit, only for a whip made out of water to wrap around his cocked fist. Using his enemy's size and strength against him, Aqualad pulled himself towards Blockbuster, slamming his knee into his face, as kicked of the back of the monster's shoulders. Using the pillar as a brace, Aqualad kicked off the column, and transformed his water into a mace. But before he could bring it down on the monster, Blockbuster grabbed the Atlantean out of the air and slammed him into the ground.

Tossing Superboy away, Blockbuster moved to crush Aqualad under his foot, when a fully healed X-23 suddenly dropped down on him, and started clawing at his back.

"How is she up after that" Kid Flash asked, appearing at Robin's side.

"Trust me, you wouldn't believe me if I told you" said Robin. While Blockbuster tried to pull X-23 off his back, while the girl continued to claw into him. "Now listen, we've got a plan." Pulling up a holographic display Robin highlighted the key support pillars. "Let's bring the roof down."

"Got it." Kid Flash rushed off to inform Superboy and Aqualad the plan, while Robin calculated where they needed to place Blockbuster for maximum effect.

While the others got to work getting the plan she and Robin had formed in place, X-23 faced off with Blockbuster. Having jumped off the behemoth's back, least he breaks hers again. Ducking under a wild swing, she slashed at Blockbuster's legs, tearing through muscle and dragging a cry of pain from the creature. So it went that with every attack Blockbuster threw at her, X-23 would evade and counter with a quick swipe of her claws, being careful not to commit too much to each attack, mindful of the Blockbuster's strength advantage.

"Now!" Robin cried.

At the signal, X-23 took a large backflip back, evading another of Blockbuster's attacks and landing right on the chalk 'X' drawn by Robin. Fueled by the desire to kill his enemies, Blockbuster charged at the girl, but just at the last moment, Kid Flash zoomed past and carried X-23 out of the way, while Aqualad sprayed the floor with water, causing the monster to slip and fall on the 'X'. Aqualad then sent a powerful electric shock through the water, stunning Blockbuster, just as Robin called for them all to run for the exit, followed by the detonation of the bombs the Boy Wonder had placed on the pillars broken by Superboy and Aqualad, dropping the ceiling on them all.

Though a little worse for wear, Aqualad, Robin, Kid Flash, Superboy, and X-23 emerged from the rubble alive and well, with Blockbuster left trapped unconscious under a large pile rock.

"We…did it" said Aqualad, exhaustedly.

"Was there ever any doubt?" Robin smiled, sharing a high-five with Kid Flash, only to immediately regret it as intense pain shot through their chests.

Superboy didn't say anything, instead he just looked up in wonder at his first real glimpse of the moon.

Aqualad smiled at the scene glad that his newest friend had gained freedom. Though speaking of friends, he looked around for X-23 having not heard the girl confirm her status. For a moment he worried that she hadn't survived, but that was quickly replaced by a different kind of fear as he spotted her standing over the fallen Blockbuster, with her claws released.

"Please stop" Aqualad urged, walking up to the young girl. "He is beaten. The battle is over."

"He's still alive" X-23 said quietly. Aqualad could see she was struggling with something, thinking that perhaps she didn't understand his reasons.

"Yes, he does still live" he said patiently. "It so he can face justice. He will pay for his crimes."

Aqualad's words faded into the background as X-23's mind turned to the past. There was a different lab, with scientists just as evil as the ones at Cadmus…no worse. And there was a woman, one of the only ones that was kind to her. She had her kill them all, the scientists, the lab, and the woman was dead too. Only she was left, was she wrong to kill them?

X-23 wanted to ask Aqualad just what 'justice' was but a scent on the wind told her it was time to go. Her senses proved accurate once again, as Superman and the entire Justice League arrived on site. Aqualad not looking forward to what was to come, turned back to X-23, but the girl was gone leaving behind a thankfully still alive Blockbuster.

Superboy stepped forward and showed Superman the 'S' symbol on his solar suit causing the Man of Steel's eyes to widen in shock. Superboy smiled slightly but it soon fell when the man's face turned serious.

"Is that what I think it is?" Batman questioned.

"He doesn't like being called 'it'" Kid Flash whispered.

"I'm Superman's clone" Superboy declared, shocking the League.

Batman glared at them and demanded they explain everything. Afterwards most of the Leaguers left taking Blockbuster with them. To Superboy's disappointment, Superman wasn't taken with the clone, and quickly excused himself, saying that the League would figure out what to do with him.

Then came the moment Robin, Kid Flash, and Aqualad weren't looking forward to: facing their mentors.

"Cadmus will be investigated, all 52 levels" said Batman. "And we will be looking into this 'X-23', but let's make one thing clear…"

"You should have called" said Flash, annoying the Dark Knight with his interruption.

"End results aside, we are not happy. You hacked Justice League systems, disobeyed direct orders, and endangered lives. You will not be doing this again."

"I am sorry but we will" said Aqualad, surprising their mentors.

"Aqualad, stand down" Aquaman commanded.

"Apologies, my king, but no. We did good work here tonight, the work you trained us to do. Together on our own we forged something powerful, important."

"If this about your treatment at the hall the three of you…" said Flash.

"The four of us" Kid Flash interjected. "And it's not."

"Batman, we're ready to use what you taught us" said Robin. "Or why teach us at all?"

"Why let them tell us what to do?" Superboy spoke up. "It's simple. Get on board or get out of the way."

United the four stood defiantly against their mentors and the rest of the League. Batman narrowed his eyes at the four, seeing their resolve and came to a decision.

*New York City: July 6, 00:15*

After everything at Cadmus, X-23 knew she had to get out of D.C. She made her way to New York City, taking care to cover her tracks. But it seemed she hadn't done a good enough job. That night when she was returning to her motel room, she paused at the door.

Sniffing the air, X-23 picked up on someone inside her room. Releasing her claws, she waited patiently for the opportune moment to strike when suddenly the door opened revealing the looming form of the Batman.

Retracting her claws, X-23 followed the silent command to enter, closing the door behind her as she came to stand before the Dark Knight of Gotham City.

"You're a hard girl to find" said Batman, noting that girl had positioned herself to best attack or if necessary retreat.

"You're a long way from Gotham" X-23 replied.

Batman wasn't the only one studying the situation. She had seen the few video files on the tactics used by the Batman. While the man did not kill, he was a master of several martial arts, carried an assortment of weapons and tools, along with a keen mind, making him every bit a threat as the more physically powerful members of the Justice League. She knew regardless of which choice she made, neither would be easy.

X-23's muscles tensed as Batman's arm moved out from beneath his cape, only to slightly relax when he revealed a folder containing a file. The Dark Knight dropped it at her feet; she didn't even need to look to know it was her file.

Robin must've copied several Cadmus files for later investigation she realized.

"Weapon 'X-23'" said Batman, obviously having read the file. "Created by an organization known only as The Facility. Over the last three years you were hired out as an assassin. Targets ranging from mobsters to political figures. There are hundreds of murders connected to you."

X-23 shifted into a fighting stance, certain that the Dark Knight was going to attempt to bring her in.

"I also know what they did to you" he said, surprising the girl. Batman's blood still boiled just from thinking about what the child before him suffered through. And unlike Superboy, X-23 consciously lived through every moment of her captivity, spanning years before she became what she was today.

"The League will be investigating into Cadmus and its connection with The Facility" said Batman. "So now that leaves the question of what to do with you."

*Mount Justice: July 8, 08:04*

That morning dressed in their civilian clothes; Robin, Superboy, Kid Flash, and Aqualad stood before their mentors, as well as Black Canary, and Red Tornado, while some other Leaguers went about working on the equipment.

"This cave was the original secret sanctuary of the Justice League" Batman explained, to the four teens assembled before him. "We're calling it into service again. Since you four are determined to stay together and fight the good fight, you'll do it on League terms.

Red Tornado volunteered to live here and be your supervisor. Black Canary's in charge of training. I will deploy you on missions."

"Real missions?" Robin asked.

"Yes, but covert" the Dark Knight confirmed.

"The League will still handle the obvious stuff" Flash explained, pointing to the lightning bolt symbol on his chest. "There's a reason we have these big targets on our chests."

"But Cadmus proves the bad guys are getting smarter" said Aquaman. "Batman needs a team that can operate on the sly."

"The six of you will be that team" said Batman.

"Cool…wait six?" Robin asked.

Batman turned his focus to something behind them, prompting them to turn and see the Martian Manhunter entering with a green skinned redhead.

"This is the Martian Manhunter's niece, Miss Martian."

"Hi" she said nervously, waving to her new teammates.

"I'm liking this gig more every minute" Kid Flash whispered to Robin. "Uh, welcome aboard" he said cheerfully, walking over to her. "I'm Kid Flash. That's Robin, and Aqualad. It's cool if you forget their names."

"I'm honored to be included" said Miss Martian.

Everyone but Superboy walked over to better introduce themselves.

"Hey Superboy, come meet Miss M" Robin called, noticing his friend's discomfort.

When he walked over, Miss Martian's shirt changed from white and red too black and red to match Superboy's.

"I like your shirt" she blushed.

Superboy returned the smile, and Robin with a smile of his own elbowed him good naturedly in the chest.

"You said six members" said Aqualad, looking at the assembled team. "Where is our final member?"

"Here." Everyone looked to see X-23 step out from the shadows.

"It is good to see you again" said Aqualad, she could tell he hadn't told anyone about her near murder of Blockbuster. "X…"

"Laura" she interjected, confusing her new teammates. "My name is Laura Kinney."

"Welcome to the Team, Laura."

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