Characters: Billy/Captain Marvel, Batman, Shayera/Hawkgirl, Superman, and Flash.

Genre: Angst, Hurt/Comfort, Drama.

Length: 2,659 words.

Rating: PG

Summary: Billy is resolved on not being Billy any more, and for his first choice, wants to quit the Justice League. He believes he is unworthy of remaining in the League because he let people die.

Author's Note: I'm sorry this took so long, but this chapter was necessary for the story to develop. This part of the story focuses more on the Billy's guilt than the main plot, and if any of you have watched Justice League Unlimited, then you will know that the League always knew Billy was a kid, and they liked him, including Batman, so I put in the fact that they liked him. I also included Shayera, because she had betrayed the Justice League, and would understand the most how it feels like to betray the trust people have in you when you fail them; and since the Justice League was a kids show, of course they wouldn't show the fact that people may have died during the Thangarians invasion of Earth.

The show or comics don't show them interacting much, but I wanted to do that because I feel like many of the Justice League are important characters to Captain Marvel, and have helped shape him, as they were his childhood heroes, before he became Captain Marvel. I'd have loved to include Superman more in here –since he's Billy's favorite Justice League member-, but I felt that Hawkgirl and Batman would be the ones with more conviction in convincing Billy to stay, the former's reason being already mentioned, and Batman because he really does understand.

And yes Batman does feel guilt; he's human first after all. I hope this has not failed to please.

Chapter 2 'Dealing With Guilt

"Shazam" is uttered softly, as lightning hits the ground, but all the few people in the park can see is the white flash, and red, before silence fills the park. No one noticed the disappearance of a little boy, and the empty bench. But people noticed Captain Marvel, as they pointed and exclaimed out loud "Captain Marvel" at the red-clad figure soaring into the skies.

The wind blows hard against Billy's-no Captain Marvel's skin, but the feeling is refreshing, and it washes away all the depressing thoughts out of his head for those short moments. When Captain Marvel stops flying, he has landed beside a payphone booth.

He takes a few steps forward, before glancing back to make sure no one is looking, when he sees no one following, he continues walking. And then opens the door to the payphone's booth. He closes the door instantly, grabs the phone, and utters "Activate Zeta-Beam Gate. Access Code BX7184C". A red light appears from above the payphone, and scans Captain Marvel from head to toe, before uttering in the familiar electronic voice "Recognized A15 Captain Marvel" before the beam hit him, and suddenly Captain Marvel was gone, the payphone booth empty.

No one noticed the difference, and the passing crowds of people outside the dark alley, walked on as if nothing unusual had occurred.

Captain Marvel opened his eyes, and found himself inside the Watchtower, and inwardly grimaced, as the earlier memories of guilt, regret, and self-loathing surrounded him like metal chains aiming to kill.

He sighed, before heading off to find Batman or Superman, to apologize to both for acting childish, and to de-brief the mission to Batman like he was supposed to have done earlier. But the feeling of guilt makes him want to leave, and walk away from the Watchtower, that with every step he took, it felt like his feet were attached to tons of steel, making it harder to move forward. When he reached the meeting room, he began tugging on his lower lip with his teeth, a nervous habit he couldn't get rid of, despite the years of trying. The door opens automatically, and Captain Marvel instantly resumed a serious expression as he glances at both Hawkgirl, and Batman in the room. Batman was on a chair, gazing at the screen in front of him, while he was talking with Superman. Hawkgirl was standing; her mace loosely carried in her right hand, before she turned as she noticed him, smiled gently, and strode towards him.

Captain Marvel felt his breathing slightly hitch, and frowned instantly, feeling dejected and wondering why Hawkgirl would be smiling at him, when he failed, when he let people die, why would she smile at him. 'Why wasn't she angry' he wondered feeling more miserable by each passing second.

He wondered if this was how Wally and the Flash felt, when waiting for someone to respond, the endless time never seemed to move fast enough. Hawkgirl, no Shayera, -he had earned the right to call her by her name months ago, in a mission to help stop Grodd from aiming to enslave humanity again and turn them all into gorillas- looked at him, her green eyes full of understanding, as she grabbed his hand and told him "The mission-" and he cut her off, feeling angry at himself, because he had understood what she had been trying to do. "Was a failure. I let civilians die, under my watch, after promising to save them." And paused, before glancing at Batman who had ended the video feed with Superman to watch them talk, and Captain Marvel continued on feeling determined, "I came here to resign Batman."

Shayera's eyes widen from behind her mask, as she starts angrily "You can't do that!" and Captain Marvel retorts "Why not? Did I not fail the one thing we swore we'd do at the cost of our very own lives? Did I not let civilians die? Did I not ruin my image as both a member of the Justice League, and as Captain Marvel? Why should I stay here, and tarnish the League's name?" feeling angry, so very angry, but not at Shayera, at himself, and chokes back the desire to curl into a ball and sob his heart out, because that was something Billy Batson does, and Billy Batson no longer exists.

He doesn't understand, he can't understand, why are they not yelling at him, for disgracing them, for failing those people, he knows it was an honest mistake, one that an amateur rookie would make, but Billy's been at this for about 6-7 months, long enough to no longer be considered a rookie, and that people die every day, and that not even the people themselves would take his mistake to heart, but that's why he does. If no one will blame Billy Batson, or Captain Marvel, then Billy Batson will blame himself.

"Because, then you'd be running away Captain Marvel." Batman states, chair turned to face them, while Superman disconnects the video feed with "I'll be there in five." Captain Marvel faces Batman without fear, because he's never been scared of Batman, of disappointing him maybe, but Batman was the greatest one of them all, excluding Superman, and tears sting Billy's eyes, as he thinks of his mother's sweet voice, his father's booming laughter, his twin sister's almost-fogotten giggles, and Perry dying. He remembers the little girl's words ring throughout his head "I believe in you Captain Marvel" and he remembers fire, ashes, and forever-falling rubble. He feels weak, and thinks bitterly, 'If only that little girl could see me now. The weak, pathetic, superhero, who failed to save people against one villain, against one man, how hopeless could he get? How disappointed would she be?' and grits his teeth hard, ignoring the pain he feels from his jaws due to the frictions, as it quickly fades away.

He lets out a choked sob, the emotions overwhelming him, and he noticed Shayera's angry stance, change into slumped shoulders as she utters "Billy" so softly, and Captain Marvel's eyes flash with anger as he utters coldly "I'm not Billy. I'm Captain Marvel. And as a superhero, death follows us everywhere; I know that just as much as every person in this building knows it, as much as every person outside this building knows it. I might be a coward Batman, but I failed that little girl who believed that Captain Marvel would save her; I failed those people who wanted to believe that they wouldn't die that Captain Marvel would be able to save them despite the distrust in their eyes." and slammed his fist against the table, ignoring the way Shayera flinched at the sudden noise, and how her wings ruffled from behind her in surprise. Batman's eyes only narrowed at Captain Marvel, waiting for him to continue.

He continued hoarsely "Civilians die every day, whether we are here to stop it, or we're not. But as superheroes, we are to give our very best, to not fail, to protect those people who cannot protect themselves, to fight for those who don't have the power to fight for themselves. We have power to bring justice to the world, and I as a member of the Justice League failed the most important promise that I'd swore to prevent from breaking. I had sworn to protect those people, even if I were to die instead. I failed myself, and the mission. If leaving the league makes me a coward, then so be it Batman, but I won't allow myself to fail the League, and any more people again." And walks away, ignoring the feeling of disgust rising inside his throat, and felt shame wash over him, at how disrespectful he was to the heroes he spent his years looking up to.

He hated himself, so much, that he even wanted the founding members of the Justice League to hate him as well; he wanted to lock himself away, far way, to kill Billy, up to the point where all that would be left is Captain Marvel -a hero who would protect and never fail, a hero who was worth the powers Shazam had given Billy.

But even as he neared the gate, it did not stop Shayera from throwing the mace at him, it landed inches away from Captain Marvel's face on the wall to this right, as she told him tone very angry "Don't you dare walk away from this! We took in Captain Marvel because we saw good in you, we saw a hero who would risk his life to save others, who never hurt anyone until needed to. We saw Justice in you Billy, and that's something we are honored to have with the Justice League, not ashamed of." not noticing how Captain Marvel scowled at the name Billy, as she was gazing at his back.

He turned slowly, and asked, the anger filling him up slowly, the pain over-flowing, and yet he kept his tone calm "Are you done talking?" The glare she threw him would have made him flinch any other day, but not today, Billy would no longer let anyone talk him down from what he needed to do, including the Justice League.

She slapped him, hard, but Captain Marvel didn't feel the pain, as much as the impact left a bruise on his cheek. He heard Batman stand up, and utter calmly, always calm, "Shayera." And Shayera lowers her hands that had formed into fists by her side. She growls out "Fine" before grabbing her mace from the metal wall, throws him a dirty glare, and walking away from Captain Marvel.

Batman stepped closer and told Captain Marvel "Your mission was not a complete failure. You did everything you could to save those people. If I had sent someone with you, would we not have avoided this outcome completely? Yes, we would have. If I had sent the Flash, are you trying to tell me he could have stopped that man, without this mission ending up in the same way? Or if I sent Superman he would've managed to save the civilians, and you wouldn't have? Captain Marvel, you are 10 years old. They are men who have reached adulthood, who have had years of practice, and failures. You've only had 6 months, and you've done more than the best of us. We have all failed some missions, and have not managed to always save civilians. Why do you have the right to quit, and none of us don't? Because we're the founders, is that why? Because we are the original heroes, we're allowed our flaws?! We save people whenever we can, not whenever we can't." his tone serious, and grave, and despite how the words ring true, and make Captain Marvel understand, he doesn't want to. He doesn't want his mistake to be justified; he doesn't want to be allowed his failure, because of his difference in age. He wants to be treated equally; which goes back to his decision in giving up Billy, he doesn't regret anything but failing those people today.

"You're not the first hero to have let civilians die. The Joker has managed to murder a lot of people in Gotham; do you think I don't feel guilt, because I'm Batman? Do people not blame Batman for not fighting hard enough, they do. Superman has also let some civilians die in the process of becoming Superman; does that make him unworthy of saving people? Every hero has his mishaps, his failures, and for a hero to become a hero, he must overcome his mistakes, his flaws, to become a hero, and to prevent those failures from happening again. If you turn away now, you will not be the hero you've always claimed to be. You will be no more less than the coward who killed those people, because you are walking away from the chance to save thousands more."

Billy trembles as the words hit him hard, for the contain the truth, and the truth always stings painfully, where it counts the most, for Batman has thrown out most of his fears, and proved them wrong. Batman has stated the very truth, the very reason why Billy did not want to be Billy anymore, he is 10 years old, was that a good excuse for letting people die? Most people didn't even know that. "I can't....." Captain Marvel chokes out, not wanting to let go his firm belief that he was no good as a hero, as a failure.

And Batman stares at him before turning to Shayera, who nodded, and flew over to Captain Marvel, and pulled off her mask, revealing her green eyes more clearly, and beautiful orange-red hair that fell into lovely waves framing her face. She ordered Captain Marvel "Look at me", and Captain Marvel did. Her order was uttered softly, but her words were firm, and she continued "I had once betrayed the Justice League, and helped my people enslave the Earth. How many people do you think they killed?" and Captain Marvel shook his head, but the glare she directed him made him utter "A few hundred."

She smiled sadly, and uttered "I wish. Thousands died, before my mind was clear enough to realize that my people were the very same evil I had been fighting with the League. The very same Justice League that I'd fought with, protected, and betrayed. And yet here I am, standing beside them, do I not deserve death? Shouldn't I have quit, just like you're trying to do. I did, and then I realized that by quitting I could not atone for my past mistakes, for my betrayal. I was doing the same mistakes I did before, but this time I was being a coward. I was not living up to the name of 'Justice League' and to be considered a founder, even more shameful." her tone full of regret. And suddenly a small smile appeared on her lips, as she pointed to Batman, and to Superman who came through the door with the Flash. "They gave me a chance to make things right, and I took it. If I had walked away like you wish to do, I would've no longer been a hero. And I wouldn't have been able to save the lives of many people today. I don't regret it, and you shouldn't either Billy". Her hands grasped his tightly as she whispered "Don't run away. We won't stop you, but don't take the cowards way out Billy."

Captain Marvel felt drained, all the anger gone. His lips trembled as he uttered pained "Does it ever go away?" not really understanding what he was asking, but Shayera doesn't need to understand as her smile widens and she replies "Yes, it does, helping people makes it all go away." Superman instantly places a comforting hand on his shoulder, and it takes everything Captain Marvel has within him not to hug the older Superhero or to start crying. But it doesn't stop Shayera from hugging him or Flash from ruffling his hair and uttered "We'll be there for you kid. Whether you're in or out of the league, we're there for you".

Superman smiles gently and states "You'll always be a member of the Justice League Captain Marvel, one mission gone wrong doesn't change that, but it does make you stronger". Captain Marvel doesn't notice the smile that graces Batman's lips, but he does hear the faded words "It's gonna be okay Billy" before Batman leaves the room. The grin that fills Captain Marvel's face is a sight to see, which makes the other members smile as well, and the joy that fills him in that moment almost washes away all the pain, but only for that moment.

A bitter smile graces Billy as he thinks sadly 'But when Batman, when will it all be finally okay?'