Hello Everyone! After a long hiatus I'm finally back and publishing my own stories. Certain complications kept me away for a while, and then I was helping my friend and fellow author UntoldStoriesTold writing his own FanFiction for a bit. But now I'm back with this little story, inspired by the stories "Ben 10: Unlimited" by The Incredible Muffin and "Beacon of Justice" by AffectEffect12. I had this idea kicking around for a while, and finally got around to writing it. It is also substantially longer than anything else I've yet written. I hope the quality is an improvement over my previous works.

I don't own any characters. Sandman, Uatu, the Frightful Four, and the Avengers are owned by Marvel. All Justice League properties and characters are owned by DC and Warner Bros.

A lone being gazes down at the planet called Earth. His name is Uatu the Watcher, and from the blue area of the moon he observes the Earth and its inhabitants. Despite his love and care for the Earth and her people, he is forbidden from ever interfering in their affairs or quarrels. This fact often saddens Uatu, but regardless he has faith that the heroes of the world will right the wrongs presented to their home, whether natural disaster or extra-terrestrial menace. However, one being had caught his interest that day. Not a hero, but a villain. A man who had once reformed from his criminal ways, but was now travelling further on a downward spiral. This man needed something to interfere and change his life for the better.

"William Baker, prepare to go on a journey of a lifetime. It's time for the Sandman to leave this world" Uatu said simply, as a large swirling vortex opened near the Super-Criminal.

The Wizard cackled maniacally as he forced the Avengers back with a beam of energy. He and his Frightful Four had just started a new attack on the Avengers and so far everything was going according to plan. Salamandra, a woman dressed in black leather and with super strength to match her martial arts prowess, was keeping Iron Man occupied, and the Trapster, a rather useless villain who used a large glue gun, was already defeated, but that was to be expected. Meanwhile, Sandman was fighting Spider-Man and holding his own fairly well.

"Damn it web-head, hold still!" Sandman yelled in frustration.

"Sorry Sandy, but that's not exactly a part of the plan!" Spider-Man quipped back as he nimbly dodged Sandman's every move.

Sandman however was not fighting at his whole power. He didn't want to fight anymore. He was sick and tired of being a villain. He was an Avenger once, at least until the Wizard had gotten a hold of him. Wizard subjected him to brainwashing techniques to make him villainous again and had now put him into his new Frightful Four.

However, the brainwashing had worn off long ago. Sandman was just biding his time, to see if Wizard would notice. But nothing happened.

"Sandman! It's time to finish this!" Wizard called as he unveiled a new device. Sandman's eyes narrowed. He knew what this device was. It was intended to send the Avengers to another world. But it needed time to charge a shot.

And that time was all Sandman needed to retaliate.

"You bet it is!" Sandman called back as he shot towards Wizard, hands formed into large mallets.

"Sandman, what are you doing?!" Wizard called out in shock as the others ceased fighting to watch. Even the normally violent Salamandra halted as she watched Sandman suddenly strike Wizard across the face.

"I'm through taking your orders! You messed with my head! You ruined my life!" Sandman yells as he walks towards the downed Wizard.

"How dare you defy me?!" Wizard said as he aimed the device at Sandman.

"Sandman look out!" Captain America called as Sandman formed a large mallet again.

"No worries cap. I know what I'm doing" He says in reply before smashing the device. The sudden force against the device caused a surge of power, and with the firing mechanism destroyed, the energy released itself in one powerful burst, sending the Sandman through a portal.

After what seemed like an eternity, Sandman finally landed on the other side of the vortex. It opened inside of an alley before unceremoniously dropping him onto the ground with a pained grunt. Slowly, he stood up again, holding his swirling head, before taking a look at his surroundings.

"Where am I? It looks too clean to be Manhattan." He mutters before looking at a local newspaper.

"The Daily Globe eh? Metropolis? Never heard of it" He says before looking up in the sky. His eyes widened soon after as he saw a massive warship floating in the air above the skyline. "Holy shi-"

"Halt, Human!"

He turned to see who had interrupted him and raised an eyebrow in response. In front of him were two men with large bird wings, beaked helmets, and carrying lances. "Show us your identification, or you will face punishment!"

It didn't take Flint long to put two and two together. There must be an invasion, and they must be the bad guys.

"Sorry but I ain't human" He smirked as his hands formed into his classic mallets. The alien's eyes quickly widened in fear. "I'm the god damn Sandman!" he shouted before launching forwards and smacking both of them into a nearby wall, knocking them out quickly.

"Now, that must be the mother ship." He mused before launching towards the ship in a stream of sand. "Time to save the Earth, without the Avengers. Look out world, Sandman is a hero again!"

Betrayed by one of their own, the mighty Justice League were now prisoners to the Thanagarians, thanks to their former friend and ally, Shayera the Hawkgirl. Wonder Woman's own unbreakable lasso bound her up tight. Superman was contained a sphere of red sun radiation, draining his power and reducing him to a mere human's strength. Flash, the fastest man alive, was pinned by gravity generators that halted his movement. Martian Manhunter was held by metals he couldn't phase through. Batman and Green Lantern, being the only normal humans of the group, were simply caged in handcuffs; although Green Lantern's ring had been confiscated. Throughout the room a sense of betrayal hung, heavy on their minds as silence permeated between them.

Their contemplative silence was soon broken by the sound of a struggle outside the doors. The pained grunts and cries of Thanagarians got steadily closer before the door to their prison was burst open and the two Thanagarian guards were incapacitated by what appeared to be a living sandstorm. Before their shock could wear off, the sand formed into a man. He was just over six feet tall, and wore a green striped sweater with brown corduroy pants.

"Judging by how you're in those cells, I'm gonna say you're the good guys" he says, a little flicker of uncertainty in his voice as he hoped he wasn't attacking the wrong people this whole time.

Superman looked up at the new arrival with a flicker of hope and nodded from inside his red prison. "We're the Justice League. We fight to protect the Earth and the people who live on it"

'Justice League? Definitely not on my earth anymore' Sandman thinks to himself before nodding. "Well you can call me the Sandman." He replies before moving to Wonder Woman's cell. Upon seeing her he hoped to high heaven that he wasn't blushing at the sight of her. He shook it off quickly before untying her as more Thanagarians stormed the room. "Free your friends! I'll handle these bozos" He says before jumping into the fray again, attacking with this hands once again in the form of mallets.

As Sandman fought the Thanagarians away, Wonder Woman successfully freed her comrades who then joined in the fray. Between Superman and Wonder Woman's strength, Flash's speed, Martian Manhunter's shapeshifting, and the tenacity of both Batman and Green Lantern, the Thanagarians were swiftly defeated. However, that all changed as a particularly rotund Thanagarian entered bearing a cannon.

"Aw crap, hit the deck!" Sandman said as all the heroes avoided the blow of the cannon, which promptly left a hole in the wall of the vessel, exposing the city below. Before another shot could be fired, Superman destroyed the cannon and knocked out their assailant.

"Let's move!" Superman said as Sandman flew out first in a cloud of dust. Superman grabbed Batman as Martian Manhunter helped Green Lantern and Wonder Woman flew Flash out.

"You know, it's possible, and I could be wrong here" Flash started, "but I think that guy is on our side."

To the surprise and relief of both Sandman and the League, they encountered no other Thanagarian forces during their escape. However, with the threat looming, they decided it was safer to duck inside a nearby clothing store. Once inside, the League turned to address Superman.

"That x-ray vision working again?" Lantern asked Superman who nodded. "Just enough to see that we're are surrounded by Thanagarian forces" The Kryptonian replies.

'X-ray vision, super strength, and flight?! How powerful is this guy?' Sandman thought to himself, before noticing six pairs of eyes land on him.

"So, uh... What's the plan now?" Sandman asked the assembled League.

"Sit tight and hope they go away?" Flash suggested before receiving glares of irritation from the others. "What? A little optimism couldn't hurt" he defends.

Almost as in reply to his suggestion a booming announcement was made by the Thanagarian forces:

"THIS IS THE VOICE OF THE THANAGARIAN OCCUPATIONAL AUTHORITY. THE JUSTICE LEAGUE ARE ESCAPED PRISONERS AND VIOLATERS OF OUR MARTIAL LAW. THEY ARE TO BE CONSIDERED AN ENEMY, AND DEALT WITH ON SIGHT. ANY PERSON OR PERSONS FOUND AIDING OR HARBOURING THEM… WILL BE SUMMARILY PUNISHED".

"Optimism eh?" Sandman asked as Flash slumped in response. "Something like that, yeah"

Batman, meanwhile, took the chance to speak. "We're going to have to 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 quizzically.

"Not to mention that your costumes don't exactly scream subtlety" Sandman adds.

"He is correct" Martian Manhunter says as he draws the others' attention away from their new ally to examine a nearby coat. "They are looking for our costumes. But without them," he says before shifting into a man wearing an exact copy of that brown coat. "We are ordinary citizens"

"Whoa, wait a second!" Flash interjected quickly. "What about the whole secret identity thing? I mean, I trust you guys, but what about him?" He asks before jerking a thumb to Sandman.

Sandman sighed slightly and shook his head. He figured that they might not trust him, since they're only just meeting each other. As such, he decided to make the first introduction. "It's okay, you don't have to worry about me. My name is William Baker, but my friends call me Flint" he says with a sad smile. His friends. The last people who called him Flint were Cap and the web-head, all the way back in his Avengers days.

Then, shocking everyone in the League, Batman removed his cowl to revealing black hair and piercing eyes. "Bruce Wayne. Flash is Wally West. Superman is Clark Kent. Green Lantern is John Stewart. And you know Diana and J'onn" he says as he points to each corresponding member.

Within a few minutes, the entire League was now in civilian guise, ready to attempt a journey in the open. After exiting into the alley they entered the store through, Bruce checked outside to make sure that the coast was clear before they proceeded.

"We need to split up. They expect seven of us" Green Lantern pointed out.

"We need to get to Gotham City. We can regroup at my house. Try not to draw attention to yourselves" Bruce states. "I'll go with Diana" he adds as the others nod.

"I'll go with Flint. I can show him the way over" Wally says as Flint nods.

"Lead the way"

Shayera Hol, formerly known as the heroine Hawkgirl, listened with growing disdain as she talked to her 'beloved' Hro Talak, leader of the Thanagarian army. After having overheard a conversation between him and another Thanagarian about the project, she had more than a few pressing questions; specifically about using the people of Earth as slave labour to build their device.

Talak's response however, shook her to her core. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyperspace bypass in time" he said plainly, revealing the true nature of his plan to her.

Shayera's eyes widened in shock at this revelation. "Bypass? I thought we were creating a force field around Earth!"

"That was simply our cover story" Hro said in reply as Shayera immediately stopped to think of the implications of this. "Follow me" he urged as she walked with him down to the war room of the ship they were on. Once inside, Hro brought her to a large screen that held their battle strategies and tactics. "As you are well aware, the Gordanian homeworld has been protected for decades by an impenetrable defensive line," he starts as the screen shifts to show the Gordanian homeworld surrounded by a massive blockade of warships, "but this chain of hyperspace bypasses will allow the full force of our armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."

Despite the sheer strategic brilliance of the plan, Shayera was still unsure.

"Earth is the last link in the chain. Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever." Hro said happily while Shayera was still dismayed by his words.

"But ripping a hole in hyperspace will destroy this entire planet, and everyone on it!" she says in protest as Hro nodded grimly, revealing the toll that this war had taken on him. "Unfortunately yes" He says with slight sorrow in his voice. "For Thanagar to live, Earth must die"

At first the journey over to Gotham was quiet. An awkward silence hung low around both Flint and his new speedster ally, until Wally finally cleared his throat as though he were going to say something.

"So, what's your story? Where do your powers come from?" He asked, making brief eye contact.

"My powers? I was involved in an accident. Some sort of nuclear experiment on a beach gone awry, and I was caught up in the middle of it" Flint mused, a small chuckle escaping his lips at how absurd it sounded, now that he really thought about it.

"Were you a worker at the facility?"

"No I was running through" He said simply. Then with some hesitation he continued. "I was trying to escape the police"

"They accuse you of something?"

"No, I stole some jewels" Flint admits guiltily. He really didn't want to lose these new allies on the first day. Not with his fresh start.

"So, you're a criminal then? Don't worry, I won't arrest you since you've helped us so far, but if you try anything I'm taking you in" Flash says with his hands raised defensively.

"No I'm not. Not anymore at least" He says before explaining his life story. His start as a criminal, his reform when he joined the Avengers, who he explained to be like the Justice League of his world (Flash was surprised and intrigued to discover that he was from another world entirely), and finally his fall back to villainy after being brainwashed at the hands of the supervillain known as The Wizard.

"That's some story, but there's one thing I don't get" Flash said with a curious glance. "After all you've been through, why is being a hero so important to you now?"

Flint gave another small smile. "My daughter. I was a criminal to make sure I had the money to look after her, especially with her illness. But she was repulsed by my actions. I went the straight and narrow to regain her favour. Besides it's not like I enjoyed being the bad guy much. But the major tipping point, was a good friend of mine. He changed my entire life with six simple words; with great power, comes great responsibility". Flint finished with a smile. He would have to thank the web-head for everything later. If he ever saw him again that is.

"Words to live by" Flash remarked as both men shared a small laugh.

Before either of them knew it, they had arrived at the fabled Wayne Manor.

Despite the Flash being the fastest man alive, he and Sandman were the last pair to arrive at Wayne Manor. After approaching the door, they were immediately let in by an aging butler who had introduced himself as Alfred Pennyworth. Alfred then led them to a grandfather clock, which opened up to reveal a staircase down into a large cavern; the Batcave. As Sandman and Flash descended down to where the others were gathered, they looked around in astonishment at everything they saw; a giant penny, costumes of all shapes and sizes and even a Tyrannosaurus.

"You're late" Batman stated plainly, as Sandman shrugged.

Meanwhile, Flash had finally seen the large Tyrannosaur. "Hey, that's a giant dinosaur"

"And I thought Batman was the detective" Alfred said plainly as Flint smirked at the Butler's joke.

"We were just speculating why the Thanagarians are really here" J'onn said to bring the new arrivals up to speed.

"Obviously not to protect us" Superman states.

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

"If it is a force field" Batman states, his famous cowl now back on.

"I can tell you what it is"

The owner of the new voice, Shayera Hol traitor to the Justice League, stepped from the shadows as the seven got into battle stances.

"You've got a lot of nerve showing up here" Clark says menacingly as he removed his glasses.

"We should thank you. It saves us the trouble of hunting you down" Wonder Woman added.

Shayera meanwhile put her hands up in surrender. "I didn't come to fight. I came to help."

"Hawk people all over the planet? Martial law? I don't think we need any more of your help" Flash said as he crossed his arms.

"Give me one good reason why I shouldn't grab your wings and make a wish" Flint added as Shayera stepped forwards slowly.

"They're building a hyperspace bypass. When it's active, it'll destroy the planet and everyone on it" She says plainly before handing Batman a disk with the schematics. "This has all the information on the project. Believe me; I didn't know the magnitude of Talak's plan" She says in her defence amidst the glares.

"We'll check it out. There's the door" Batman said bluntly as he took the disk from her. Shayera meanwhile, walked away calmly, ignoring the others as they avoided eye contact with her. Sandman however, watched her carefully. He didn't trust her to not backstab his new friends. Friends… Were they even his friends? He did however notice Shayera give John a ring before leaving.

"What's the ring do?" Flint asked as John smirked in response, putting the ring on before floating a few feet off of the ground.

"Okay, that's pretty sweet" Flint admits before turning back to the Batcomputer.

Playing on the screen was a simulation of the bypass in action. They watched as the simulation's Earth was consumed by a white crackling light as the bypass activated.

"Ingenious" Batman muttered absent mindedly.

"Yeah I'm impressed. Let's go wreck it" Superman says as he takes off his glasses again, getting in costume.

"The bypass is too dangerous to have a crew maintaining the force-field that protects it on site" Batman says as he types away at his keyboard. "They must be keeping the device powering the force-field on the command ship over Mongolia" he continues as he finishes typing. After he did so, an image of the Thanagarian flagship was brought up, and he highlighted a particular section of it. He then turns to the League before standing up. "Go shut it down. I'll take care of the bypass".

"That thing's the size of a city. What are you gonna do? Throw a batarang at it?" Flash asks skeptically.

"Something like that" Batman replies before looking to the computer screen. "Proximity sensors were just triggered. Suit up"

The heroes all quickly returned to their costumes as Sandman formed his hands into mallets. They all looked to the entrance briefly before getting into position among the shadows of the cave to ambush the intruders.

Just as they hid, the doors to that lead back into Wayne manor exploded inwards as several heavily armed Thanagarian soldiers stormed into the cave. "Spread out" the leader said. "They're hiding somewhere in here"

Just as he said that, a green blade sliced through their only cannons, destroying them.

"Who's hiding bird brain?" Sandman quips with a smirk as he knocks two Thanagarians back with a swing of his mallets.

"Come and get some" Green Lantern said as he took off in a flash of emerald light, dodging the Thanagarian's attacks as he fired beams of energy down at them before they could retaliate.

Wonder Woman and Martian Manhunter worked in tandem with her lasso to knock them out in droves as Flash ran through as many as he could with his super speed. One Thanagarian attempted to aim a pistol at the speedster but soon cried out in pain as Superman crushed both his hand and the pistol he was holding. "Let's use our inside voice, shall we?" He remarked before punching the Thanagarian into a wall.

Sandman then knocked two towards the Flash who spun a small tornado with his hands to knock them into the giant penny Bruce kept in the batcave. The penny then promptly fell over onto the two of them, knocking them out cold. "Tails. I win" Flash jokes

After a few more brief minutes of fighting, the amassed heroes had defeated their foes and walked out of the batcave and back into Wayne Manor. Alfred was calmly sweeping up the debris from what remained of the front windows off of the floor. "Mind the glass sir" He warned calmly as the heroes walked outside.

As soon as they were outside, Batman turned to address Green Lantern. "I want you, Superman, Wonder Woman, and Sandman to go to the command ship and shut down the force field."

"And the rest of us?" J'onn asked

"You're gonna help me retake the watchtower" Batman states. Sandman nods, remembering Flash mention something about the league having an orbiting Space Station.

"It's crawling with Thanagarian soldiers. How're you planning on getting inside?" Flash asked skeptically.

"With that" Batman replied bluntly as he pointed to the ship that the Thanagarians had arrived in. The assembled members all nodded before they split up into their respective groups to complete their missions.

Batman sat in the cockpit of the ship as Flash and J'onn examined the controls. Once they finished Batman turned to face Martian Manhunter. "Well?"

"I have no idea how to fly this vessel" the martian replied.

"What does this button do?" Flash asks before pressing a button on the console, causing a beam of energy to fire out from the ship which makes a large hole in the side of Bruce's mansion.

"That's. Not. Helping" Batman seethed, mere inches from Flash's face.

J'onn however, had a sudden idea. "I need one of the hawk-men"

Batman and Flash nodded before going outside and dragging an unconscious Thanagarian inside the ship. The Thanagarian's name was Kregor, and he happened to be one of Hro Talak's chief advisors. Kregor, however, sneered at them. "You think I'll tell you anything? I'd sooner choke on your bones"

Flash smirked in response as he cracked his knuckles. "Fine by me. Can I start with these?" He says before J'onn holds his fist back.

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

"I thought you couldn't read their minds" Flash said curiously.

J'onn merely grasped Kregor's head tight as his eyes glowed orange. "I'll just have to try harder" He announced in a dangerous tone as he began to probe Kregor's mind.

While Batman and Flash could not see what J'onn had to go through in Kregor's mind the stress that was placed on J'onn was suddenly evident as he received several physical injuries to match the mental strain that his efforts put on him. His cape was shredded to ribbons and various wounds appeared all over his body before he finally released Kregor, causing the Thanagarian to fall limply to the floor.

"I… I have what we need" The Martian said breathlessly as he panted in exhaustion. It was clear that he put a great deal of effort into obtaining the necessary information.

After unceremoniously dumping Kregor on the ground outside, the shuttle took off towards the Watchtower. Alfred had since walked outside to continue his cleanup, and saw Kregor lying limply on the ground. With his blank, expressionless face and slick of drool in the corner of his mouth, it was safe to say that J'onn's attack had left the Thanagarian comatose. Alfred snorted indignantly as he saw Kregor's form. "I'll have to ask Master Bruce not to leave trash in the yard".

Early into the flight, J'onn assumed Kregor's form and as they approached the Watchtower he began sending a transmission to the tower. "Shuttle Epsilon-Sixteen, requesting entry" J'onn said, imitating the Thanagarian's voice perfectly.

After a brief moment of silence a response came through. "Docking code confirmed. You are clear to come aboard" a voice replied as the Watchtower's docking bay opened its doors for the shuttle.

Once landed inside, J'onn walked down the ramp of the shuttle, still in disguise as several Thanagarian's approached him.

"We weren't expecting you sir" One Thanagarian remarked in surprise as he watched "Kregor" descend into view.

"There's been a change of plans" J'onn replies as he suddenly shifts into a large monster and knocked the guards aside. Several more Thanagarians charged into the room but were summarily beaten by the combined might of Batman and Flash joining the fray alongside their Martian friend.

In the skies above the Gobi Desert in Mongolia, the other four heroes were approaching the flagship of the Thanagarian fleet. Inside were the controls to the force field generator that protected the hyperspace bypass. Wonder Woman took the lead position as Green Lantern and Superman took up the rear, with Lantern carrying Flint in a bubble his ring generated. However, their approach did not go entirely unnoticed as a fleet of Thanagarian ships began to swarm towards them.

"Pretty bad odds" Wonder Woman commented bluntly.

"For them. Not so much us" Flint replies as he looks to Green Lantern. "John, drop me into the desert. I'll take care of them"

"Are you crazy?" The Lantern replies as Flint nods.

"Just trust me" he says with a smile before Lantern begrudgingly removes the bubble, dropping Flint into the sand below. Superman and Wonder Woman watched in horror as they saw their new-found ally plummet to the ground, only to see him transform back into a cloud of sand. Once his cloud had reached the ground, he quickly formed with the desert itself before becoming a towering behemoth of sand and rock, and charging the oncoming ships, knocking a majority away with his bulk.

"Hera" Wonder Woman said in awe as she and her fellow Leaguers watched Sandman cut swathes through the fleet, giving them access to the flagship.

"Go on inside, I'll follow you when I'm done" Flint calls in a deep booming voice as the three Leaguers nod before Superman used his heat vision to open a hole in the ship and the three of them flew inside.

After a few short minutes Batman, Flash, and Martian Manhunter had defeated all of the Thanagarians on the watch tower, and were now standing over the bodies of the last of them.

"Okay the watchtower is ours again. Now where's your secret weapon?" Flash asked Batman as he watched the cape crusader type furiously into the keyboard.

"You're standing in it"

"Wait… You mean we're gonna…"

"Take the Watchtower out of orbit and drop it on top of their little science project" Batman finishes as he looks at J'onn and the shell shocked Flash. "Get them into escape pods"

The engines on the watchtower quickly locked onto the coordinates of the bypass as the three heroes rounded up every Thanagarian on the station. Once Flash had used his speed to retrieve the last of them, he and J'onn walked with Batman to the remaining pod.

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

"Yep" Flash responds with a satisfied smile. "The tower is completely pest free"

"Good" Batman said in a resigned tone as he pressed the launch button to the pod, leaving himself behind as he launched Flash and J'onn to safety.

"What are you doing?!" J'onn demanded in a panicked tone as he and Flash crowded around the communicator.

"I can't risk having the watchtower burn up on re-entry. I'll have to guide it in manually" he says before pausing. Then he gave the smallest of smiles. "Gentlemen, it's been an honour"

Flash and J'onn simply bowed their heads in response knowing the fate Batman resigned himself to; the caped crusader had just sacrificed himself for the world.

Once inside the ship, Superman and Wonder Woman split off from John. John had gone on a blasting spree through the lower decks of the ship, swiftly striking any and all Thanagarians that got in his way as he searched for the control room. However, his little jaunt was not going unnoticed. Through the security cameras, Hro Talak watched Green Lantern from the bridge of the ship. He gritted his teeth as he watched. He had stolen the heart of Shayera Hol, which in turn lead her to warning the Justice League of Talak's plans and her returning the ring to him. That treason ensured that she was trapped in the brig of the ship. However, once he saw where the Lantern was heading, he truly began to see red.

"Intruder alert! All security teams to engineering!" A deck officer cried into a communicator Talak turned around quickly.

"Belay that! Green Lantern is mine!" He seethed before striding to the door, his battle axe gripped tightly in his hand.

Once he had left the bridge, the cameras then showed Sandman sneaking on board the ship and rendezvousing with Wonder Woman and Superman. "I'm heading outside to keep the heat off us. Keep working towards the controls" the Man of Steel said before flying out as Sandman and Wonder Woman observed the branching hallways in front of them.

"You ready?" Wonder Woman asked confidently as Sandman formed his trusty mallets again.

"You bet. How about you go left and I go right? Most birds beaten is the winner" he smirks as the Amazon laughs.

"You're on" She said in reply before giving a battle cry and charging down her hallway with her sword in hand.

"Man I wish cap was here for this but… Avengers Assemble!" Sandman cried as he quickly ran down the other hall.

The Thanagarians in their way stood no chance.

While the Thanagarians were fierce opponents in their own right, Wonder Woman was still finding little trouble in defeating them, even if they outnumbered her by as many as eight to one. As she stormed into the brig of the ship, she found that only one cell was occupied. Beyond the bars and energy field of the cell door, Shayera Hol sat inside, her head hung low in a mixture of resignation, remorse, and defeat. Despite their once close friendship, Shayera's betrayal had shattered everything they once held dear, as she betrayed them to the Thanagarians. Amazons didn't take kindly to traitors.

"I should leave you to burn" The Amazon growled, her voice dripping with hatred and malice. Then, she raised her sword and slashed through the controls to the cell, freeing Shayera as the bars withdrew into the wall, and the barrier shimmered before disappearing, As quickly as she entered, Wonder Woman left, and Shayera slowly stepped out and grabbed a fallen mace. After a few brief seconds of hesitation, she flew off towards the shield controls.

"Time to make this right" she thinks to herself.

Destroying the force field controls was not as easy as Green Lantern had anticipated it would have been. He expected to see resistance, and he had expected it to be guarded. However, what he had not expected was Hro Talak himself, guarding it personally. They quickly exchanged blows, one after the other, Lantern's ring blasts being easily deflected and destroyed by Talak's battle Axe.

Talak glared darkly at the Lantern as they forced their own weapons in a deadlock against each other. "This won't be like the last time you took something that belonged to me" He seethed, referring to Shayera, and how she and John had fallen in love while she was on Earth.

Lantern's eyes narrowed in response. Shayera may have betrayed them and the Earth, but he still loved her. And he would not stand to hear her being spoken of as if she were a trophy to be won. "Anything I took was freely offered to me. Maybe you should take better care of your stuff" John retorted before jumping back and firing several successive blasts, then creating a shield to stop Talak's axe from striking him as the Thanagarian general attacked him without mercy. The shield however, would not stand up to much more abuse, and so John attempted to dodge blows instead of countering them. Talak managed to get one lucky shot in, knocking John into some machinery, which promptly detonated, injuring the Green Lantern further.

Talak stalked over, smirking triumphantly at the fallen hero before grasping him by the throat and lifting him into the air. "I've beaten you little man. Any last words?" He asked, axe poised to kill John at a moment's notice.

John gathered the last of his strength as his ring glowed. "Yeah; you can kiss my axe!" He shouts before putting his energy into an axe and swinging it at Talak. The warriors exchanged blows, each attempting to overpower the other.

Flint was gaining headway as he continued down the hall. The Thanagarians weren't that much of a physical threat to him. Most of their weapons fell through his sand. And those that didn't could be easily taken out or dodged. He was briefly taken out of his concentration however, when a few Thanagarian soldiers were knocked past him from the hallway just ahead. He smiled and walked forwards, expecting to see Diana, but was surprised to see another Thanagarian fighting her brethren.

He snapped out of his shock quickly as he recognized her. "Hey wait, you're Shayera aren't you?" He asks, as she turns to face him.

"Yeah… That's me" She says simply as Flint nods.

"What the hell are you doing? I thought you were with them"

"No, not after I saw what they were doing. What Hro was planning to do, it was too much." She says sadly as she looks to the borrowed mace she was using. "I want to help, to atone for what I've done. I might not be able to repair all the damage I caused, but I'd like to start here."

"If you're gonna help, lead me to the force field controls. John went on ahead but he might need some help"

"Right" She says before starting ahead. However, Flint grabbed her arm before she got far.

"If you even think about backstabbing me..." He starts as his hands forms a mace "You'd better hope you kill me quickly" Flint says darkly as she nods in understanding, and leads him down to the controls.

Mere minutes after they started off, Flint and Shayera arrived at the doors to the control room. After a few solid hits from Flint's mallets, they opened the door to see Hro Talak beating John senseless. Hro gave one last swing of his axe, shattering the Lantern's arm with the flat of it, as John cried out in pain. Talak then delivered an uppercut that sent John across the room, but before he could make the killing blow Shayera stepped forwards.

"Hro enough!" She called as he turned his attention to Flint, and then to Shayera, who continued to walk towards him. "The fight's over. You're a soldier, not a murderer" She says softly as Hro paused. Then, without warning, he delivered a vicious backhand, knocking her next to John.

"I was a fool for ever loving you!" He shouted before Flint growled and launched forwards, striking him with his mace hand.

"Alright chicken wing, you've had your fun. Now prepare to get beat!" Sandman shouts before swarming Hro as a cloud of dust. As the cloud swirled around Hro, Flint would randomly reform his arms into mallets before striking quickly, and disappearing back into the cloud.

Hro grunted in frustration as he flailed uselessly at the dust cloud, attempting in vain to hit Sandman.

"I've got him busy, shut down the controls!" Flint calls out as he continued his relentless assault on the Thanagarian commander.

Shayera slowly helped John to his feet before they both nodded to Flint. It was time to put a stop to the Thanagarian's plan, once and for all.

The Watchtower was finally entering into the Earth's atmosphere, and Batman was struggling to ensure that the massive space station stayed on course as it approached the bypass thousands of feet below. He activated the comlink before returning to his steering. "Superman, we're cutting it a little close" he grunts as he avoids pieces of the station crumbling around him on the re-entry. "Have you disabled the force field?"

After a minute, Superman answered the caped crusader, finally having found an opening to talk as he destroyed another Thanagarian ship with his heat vision. "Not yet. Where are you?"

"I'm on the Watchtower. Guiding it to target" Batman states simply as he continues to steer it with some effort.

Superman immediately blanched at the news. "That's insane! Get out of there!" He replied in a shocked tone, worried for his friend's safety.

"Negative. I'm staying" Batman replied to him before the re-entry caused too much interference for them to keep the communications open.

"Batman!" the Man of Steel shouted before rocketing off to the approaching Watchtower, desperate to reach his friend before it was too late.

Talak panted in fatigue as he continued to swipe at the cloud uselessly, vainly attempting to injure the sand based hero. The only thing that infuriated him more than how he couldn't hurt this hero, was that the hero refused to do any serious damage. Did he think that the great general Hro Talak was simply not worth his time? The sheer impudence infuriated him. To his relief the cloud died down, and Flint reformed to his normal body.

"Not going to kill me? Are you too scared to bloody your hands?" Hro taunts as Flint shakes his head.

"No, I'm not too scared. It would just be too easy. Besides, I'm a hero. Killing isn't my thing. Never was" he states before forming a mace and giving the Thanagarian one good smack over the head. The combination of fatigue and this final blow sent the mighty Hro Talak down on the floor, completely unconscious.

Flint smiled slightly at his handy work before turning to John and Shayera. "Any luck over there?" he asks as the two heroes nodded, pulling the lever down and deactivating the field.

"There, it's over" John says, panting hard as Shayera continued to support him as he stood.

Flaming wreckage of the watchtower plummeted to earth as the Watchtower itself, little more than a burning husk of its former self continued its rapid descent. Inside, Batman forced himself to stay conscious as the Watchtower was in the final leg of its approach to the bypass. The computer, which had survived the flames of re-entry and remained operational showed that the trajectory of the station was invariably going to strike its intended target head on.

Once the final resting place of the station was guaranteed, Batman finally allowed himself to ease and fall back into unconsciousness. Fortunately for him, Superman burst into the station and quickly grabbed his ally before exiting the station at the last possible second as it struck the bypass, producing a massive crater, several kilometers across.

At the sound of the detonation, Batman opened his eyes slowly before looking at the man of steel. "Always have to be the hero, don'tcha?" He quips with a small smirk as Superman chuckles.

"Right back at you" He quips back tiredly.

From the control room aboard the flagship, Sandman watched the Justice League's station strike the bypass, detonating both structures entirely. John and Shayera give a tired smile before Shayera sighs and looks down.

'She betrayed her entire race to save the world…' Flint thinks to himself as he frowns before walking over to her and placing a reassuring hand on her shoulder. Before he can say anything however, they were interrupted by several Thanagarians storming the control room.

Flint jumped into a defensive position as the other two gave their best attempt to join him, their fatigue clearly hampering them for the approaching battle.

However, before they could charge, a door on the opposite side of the room burst open and several battle damaged Thanagarians collapsed on the floor. Then, following her downed opponents was a bruised, yet unbroken Wonder Woman who gave a battle cry fueled by adrenaline and rage.

"Who's next?" She cried as she drew her sword again, and the Thanagarian soldiers quickly moved to attack her. Hro, however, stood up and halted their approach immediately.

"Stand down. Lower your weapons" He says in a defeated tone as he clutched his bruised ribs, the soldiers quickly obeying his orders as they lowered their own weapons.

"Commander?" One asked in confusion as Hro sighed.

"Our mission is a failure. There is no more reason to fight. Let them continue" He laments as Thanagarian and hero alike watch him incredulously. Hro looks to Shayera before scowling. "I hope you're proud of yourself. It'll take years for us to rebuild elsewhere"

"Then you'd better get started" Shayera said bluntly and in an unflinching tone as she stared down the Thanagarian general. Then, she helped John out of the room as Wonder Woman and Sandman followed close behind. No one made any move to stop them.

After the remaining Thanagarians had retreated and vacated the planet, the Justice League reconvened back at Wayne Manor with Shayera in tow. After a brisk night's sleep, the six founders of the League went into a dining room to hold a meeting as Flint and Shayera waited outside on a couch. Since Shayera had betrayed them, she had been dismissed from engaging in any important League functions, and Flint wasn't an actual League member so he was politely asked to wait outside. In order to pass the time, the two started channel surfing on one of the many large TVs in Wayne Manor. Every channel was showing the same footage of how Sandman and the Justice League had defeated the Thanagarians, and after a few hours it began to grade on their patience.

After a few more minutes, Shayera turned it off and sighed as she shifted uncomfortably and looked down at her feet. "They've been in there for a while huh?"

"Yeah, they have. Maybe it's just taking them a while to reach a decision" Flint shrugs, referring to how the league was discussing Shayera's fate after she had betrayed them, and then had change of heart to help them.

Shayera sighed as she leaned back on the couch and readjusted her shirt for what seemed like the millionth time that day. Since her regular clothes had been destroyed along with the watchtower, Bruce had given her some temporary, albeit ill-fitting, clothes. As such she was now wearing jeans and a white t-shirt with two holes cut away on the back to let her wings out.

"Listen, I know you're worried about what their decision will be, but you gotta have faith in them" Flint says as he looks to Shayera with a small, yet confident smile. "If y they really are your friends, they'll forgive you"

"Forgive me?" She scoffs. "After what I've done?"

"Yeah. Believe me, I know what this situation is like firsthand"

"How so?" Shayera asks, suddenly intrigued.

"Well" Flint starts as he turns to face her. "I used to be a criminal. And a damn good one. I had stolen countless millions in money and jewels, and battled many heroes, quite well in fact. But, I never hurt anyone. At least, not too badly. I never wanted to kill, it wasn't who I was. In fact I was never sure of who I was while I was a criminal. I stole to provide for my daughter, I thought I was doing the right thing for her. But the guilt kept eating away at me."

Shayera said nothing but continued to listen intently.

"After a while, I decided to make a change. I contacted the Avengers, who are basically the Justice League of my world. Yeah, I'm not from this world" he admits, as Shayera's eyes widened at these revelations. "After I did, I started to make amends. Little things at first, but afterwards I received my pardon. Countless crimes and yet they still forgave me. And I was a hero."

"Even after all you'd done? Fighting them countless times, and stealing who knows how much, they forgave you?"

"Yeah, I mean it took a lot of time and dedication. And I had to work really damn hard to earn their trust to even be considered for a pardon, but in the end I got it. From what I've seen of the League, I know that they'll forgive you."

Shayera nodded but still looked unsure as she returned to looking at the floor.

"Hey" He says before putting a gentle hand on her shoulder. "Even if they don't believe you're a hero, to me you're a pretty darn good one"

Shayera smiled softly in response, seeing both Flint and Alfred give her reassuring smiles, making feel at least a little better.

Inside the meeting, despite the time they had spent conversing and looking over the issue at hand, they were no closer to a decision than they were when they started earlier that morning. Wonder Woman in particular had been spending most of her time in the debate yelling blindly about Shayera's betrayal. In fact, she had begun to over her own points multiple times. "She exploited our weaknesses, betrayed us…" She continued to rant as Flash put up his hands to get her to stop.

"Come on, she was in the ultimate no-win situation; but when push came to shove, she came through for us, just like always" Flash said in her defense, wanting to stick up for his friend no matter what.

J'onn nodded in agreement as he addressed the others. "She is a pariah to her people now. We are all she has left"

"Believe me J'onn, I feel for her" Superman says before shaking his head slowly and looking down. "But after everything that's happened, I honestly don't know if I can ever completely trust her again" he admits sadly.

Green Lantern shook his head, having not uttered a word since their discussion began, his right arm in a cast after his battle with Hro.

"We're arguing in circles" Batman said plainly before commanding their attention. "It's time to take a vote"

"Excuse me Miss Hol" Alfred says kindly as he enters the room. "They've sent for you" He tells her as she stands and nods, while Flint stands next to her.

"Thank you Alfred" she replies as the aging butler nods and leaves. Then she turns to Flint before hugging him. "Thanks for the pep talk"

"No problem. I hope everything works out for you" He says as she nods and walks towards the dining room. She grabbed the handle and hesitates slightly, before finally entering and addressing the League.

All six members of the League were standing in a line, shoulder to shoulder as they all looked to her with their own expressions and feelings towards the situation at hand.

Superman clears his throat and steps forwards. "Hawkgirl…" he began as she raised her hand to cut him off mid-sentence.

"Before you start, I have something to say" she starts before taking a breath to continue. "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." As she spoke, she looked at each of the League members. Wonder Woman shot her a look of contempt as Batman simply narrowed his eyes. Not all of them gave her such harsh looks, however. Green Lantern's eyes softened before he looked away. "That I'd come to care for all of you." She stops to swallow a lump in her throat before continuing. "I've spent the last five years torn between my feelings and my duty. I won't ask you to do the same" She says, regaining her nerve slightly as she stood up straight. "Therefore I am resigning from the Justice League. Effective immediately"

With that, she turns and walks to the door, leaving her ex-teammates behind, stunned expressions on their faces. Flash regained his composure the fastest before rushing forwards and hugging her gently. She returned it before slowly letting go and leaving the room, not once looking back as she went outside.

"Great" Flash sighed as his arms drooped to his sides. "No Hawkgirl, no Javelin, no Watchtower. What's gonna happen to the League now? Do we just all walk away?"

"No" J'onn said as he shakes his head. "We rebuild. Starting today."

"J'onn's right. Earth still needs us, and we'll never let her down. It's our duty" Superman agrees as he turns to the others.

Flint watched Shayera walk out as he sighs and looks down at his feet. He may have known Shayera for the least amount of time out of everyone in the League, but he still thought well of her. He didn't want her to just up and leave everything, but if she did need to leave, he wasn't going to stop her. "Good luck" he calls to her as she stops in her tracks briefly, before regarding him. After giving him a brief smile, she continues walking out of the mansion.

Before Flint can even sit down again, Alfred approaches him and puts a gentle hand on his shoulder. "Excuse me sir, but they're ready for you now" He says as Flint nods.

"Thanks Al" He says before walking into the dining room where the League was waiting for him.

After leaving the mansion, Shayera had walked over to the cliffside and was looking out over the ocean, her arms folded across her chest as she held them close to her body. As she gazed out at the water, she heard footsteps approaching her from behind. She didn't need to turn around to know who it was.

You never asked how we voted" John says in a quiet voice as he looks at her sadly.

She turns to look at him, opening her mouth before closing it and looking down at the ground. Then she shook her head gently. "It doesn't matter"

"So… Where're you gonna go?" John asks as he steps forwards slowly.

"I don't know" She shrugs before looking back up at him. "Somewhere 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?" He asked sadly as she walked up to him, placing a gentle hand on his cheek.

"I love you John. I never lied about that" she said, giving him a sad smile as she stared into his eyes. After a moment, she removed her hand from his face before turning back around and opening her wings as she flew off into the sunset.

John watched her leave, his eyes rising and falling with each beat of her wings until she was too far on the horizon to see. Then, once she was gone, he finally released the tears that he had kept inside up until that moment.

"I love you too" he whispered softly.

And there it is! Chapter One of my newest Fan-Fiction! As for why I chose Sandman, I liked the idea of him becoming a hero and joining the Avengers. Damn the Wizard for ruining that! And even now after Axis he still has some heroic tendencies in him. Maybe he'll become a hero again for real someday.

Anyways, be sure to read and review!

~WafflesTheApprentice