I don't own Ben 10 or Justice League or Justice League: Unlimited

Italics will be used for telepathy, thoughts, comm. Units etc.

Chapter 1: Star Crossed

Bellwood; January 21st 2026; 4:53PM

It had been two weeks since Ben had been visited by his younger self, it was an eye-opener to see how happy and carefree he once was; he received a major attitude adjustment from that experience, one that he wasn't expecting. He spent ten years in a fugue-state of fighting crime, beating villains, and depression that he never spoke to anyone about, not even his cousin. Being the most powerful hero in the Universe could be quite dull, and frankly, it felt like while thousands depended on him and millions more knew his name, no one truly knew who he was. After seeing his past self though, he realized that hiding behind one of his thousands of alien personas wasn't the answer; he truly learned to be himself again, even though it would take some adjusting.

XLR8 sped across the city of Bellwood into the down-town area where the Super-Max Prison was located, civilians waved and shouted his name as he passed them at Mach three, sending gusts of wind through their hair which only excited them even more. He had received an alarm through the danger-alert system, which his grandfather had installed in his headquarters years ago, that someone of super-natural ability was attempting to break into the holding facility for death-row convicts.

When he arrived on scene, he used the Nano-bots in his visor to analyze the area where he spotted the explosions and commotion coming from the left wing, upon further inspection, he found a tall busty woman about his age perhaps a few years older with long silver hair tied into a pony-tail and covered by a pointed witches' hat. She sported a long purple trench-coat and brown pants with a belt sporting several pouches; she turned and glared at the hero with piercing magenta iris'. She pointed her palm at the dented and burnt gates to the prison before firing off a beam of magical energy in the form of lightning which exploded without her even looking.

"Ben Tennyson, hero of heroes; how nice of you to join us!" She ceased her attack on the gates and floated down to talk at eye level with him, her heels making a distinct noise on approach.

"It's over, Charmcaster! Time to take you back to the looney-bin!"

The silver-haired witch cackled at this, "Oh, please, none of your ten-thousand aliens can stand a chance against me!" she raised her hands with a mystical-glow as seven-foot stone golems rose from the ground and illuminated to life with a purple hue lining their trim.

XLR8 analyzed the attackers with his visor and accessed the communications in his helmet, "Status, Gwendolyn?" He'd done a lot of enhancing and upgrading to his aliens over the decades.

"On my way, ETA: five minutes!"

XLR8 growled under his breath at this as his Omnitrix symbol briefly lit-up with emerald light before exploding and leaving a massive four-armed crimson brute in his place, "Guess I'll take have to take care of this myself!" he cracked two of his four sets of knuckles and chuckled noticing he was surrounded.

The creatures approached as Fourarms put up his fists in a fighting stance, "You can't stop me from breaking out my Uncle!" Charmcaster shouted allowed her minions to keep the hero busy while she focused her energy on the gates again, sending another burst of lightning into the gates. "Eratiko!" From her palms two straight beams of purple-mystic energy blasted the gates slowly melting away the galvanic-steel locks, obviously having impressive damage resistance due to it's 'high priority' alien convicts.

Fourarms punched one of the golems heads right off its shoulders, he felt a stone hand on his shoulder attempting to turn him around but, he gripped it and flipped it over his shoulders with such force that it shattered on contact with the ground. Two more approached but, Fourarms quickly came in and grabbed both of their heads, slamming them together as they crumbled into a pile of rubble. He didn't see one coming as it came in and punched him in the chest but, the Tetramand didn't flinch and looked down into its eyes as he brought down the weight of all four hulking arms onto it, crushing it completely.

He turned around as his Omnitrix exploded with light once again leaving a bulkier yet shorter crystalline creature with diamonds pultruding from his head and back wearing a skin-tight black sleeveless shirt and white pants, "Let's make this quick and easy, Charmaster," He pulled from his belt a small egg-like grenade which held a strange orange energy within it, swirling like a lava-lamp, "Time to try one of these experimental null-void grenades! Grandpa, don't fail me now!"

"I won't go back there! Never again!" Charmcaster focused her magic as magenta energy sparkled around her hands, pulsating with intense mystical power, "Portallus Projectum!" A small spinning vortex opened up in front of her in the shape and design of a Charm of Bezzell; At the same time, Diamondhead chucked the grenade at her which was intercepted by the portal causing a massive sonic-boom, shattering glass for miles.

A strange energy exploded from the portal as the orange and purple lights mixed and chaotic lightning struck the ground, destroying lamp posts and carving trenches into the asphalt. The power was so intense it lit up the entire city-block; "What did you do?!" He shouted up at her.

"Me?!" The light sent another shockwave of incredible power outwards omnidirectionally knocking her into a nearby light-post causing it and her to hit the ground, shattering glass and sending sparks across the street. Diamondhead backed away as the energy warped and contorted, imploding into a vacuum sucking everything around into it; garbage cans flew from the ground, light-posts wobbled loose, and cars begun shaking quickly as the attracting force grew stronger the longer it existed.

Diamondhead's feet scraped against the ground as his upper-body was pulled against his will, he was given no time to brace himself as the vortex sucked him off his feet and through the portal, with his mass consumed it slowly dissipated and dispersed, allowing everything to settle back on the ground.

Charmcaster held her head as she looked up, he was gone and everything seemed safe for the time being so, she stood and tried to catch her balance but, could still feel the very evident lump on her head. Just as she was about to cast another spell, she felt a mystical force approaching from behind, "Perturbo!" A female voice shouted as orange energy shackles bound her arms and legs together; he struggled but, was too weak to break the bonds.

Gwendolyn's Charm's of Bezzel hummed on her armored sleeve as she floated down with the same orange light flowing around her left hand, "What happened to Ben, Charmcaster?" she asked as her blue cloak flowed in the wind behind her.

The witch struggled in her binds, more focused on them than her, "I have no idea, whatever he threw at me disrupted my spell!" She was being honest, that much she could tell but, something still didn't add up.

Gwen's eyes lit-up bright orange as the binds levitated her up into a standing position, "And which spell was that?" she asked facing the mage eye to eye.

She swung her head to the side while scoffing, "I was just trying to send his projectile into the dark-dimension but, whatever it did to my portal could have landed him anywhere… in any dimension."

Gwendolyn narrowed her eyes as a Plumber Units arrived on scene in large tank-like SUV's and took her into their custody with the proper containment, replacing her mystic binds with energy dampening cuffs and, stripping her of her magic pouch. The dark dimension actually wouldn't have been a bad place for her cousin to be now, it was a simple portal and location spell combo to get him back but, the entire Omniverse? Infinite dimensions layered upon infinite Universes? That could prove not just tricky but, completely impossible to retrieve just one person from. Where ever he was, she just hoped for his safety but, then again, he was Ben Ten Thousand after all, how much trouble could he get himself into?

…

Downtown Metropolis; May 29th 2004; 11:05AM

The portal reopened just two or three feet off the ground, spitting Diamondhead out back-first onto the asphalt of an old-fashioned road for cars… with tires; he held his head and sat up, looking around he noticed an odd lack of floating vehicles above him, and the buildings were still made of just concrete, glass, and steel, everything was so retro.

"Halt!" Diamondhead stood and turned at the sound of the voice where two men in strangely revealing armor with broad white-wings approached him with staff-like weapons in their hands, "Do you have identification!?"

Diamondhead didn't answer, he simply turned around and walked away, they clearly weren't worth his energy; he needed to first find out where he'd been dropped or perhaps more appropriately, when he'd been dropped by Charmcaster's portal.

The two hawk-men shared distasteful glances before approaching again, "He must be some sort of enhanced human…" One said as they looked back at the hero walking away.

"Or perhaps another alien? But, I've never seen any species like this before…"

They immediately floated inches off the ground towards him, grabbing his shoulder and turning him around, "We said, halt!" he looked around slowly as fearful citizens watched the spectacle unfold when suddenly a group of five relatively identical winged-men flew down from the blue-skies landing behind the two confronting him.

"What is the meaning of this?" One of them wearing clearly superior armor asked, stepping out from the group and approaching the first two.

"This creature appeared from nowhere and refused to provide any documentation!"

Diamondhead was at a loss for words, he wasn't sure what to do, he had seen plenty of different planets, dimensions, and timelines and if this world was bound by these laws and occupied by these bird-men, who was he to oppose their laws? Of course, he noticed the civilians practically cowering at the sight of reinforcements; something was off, hypothetically if this world was being forcefully subjected to the will of these creatures it still wasn't his place to liberate them, however, he certainly wasn't going to allow himself to be taken captive by them since he needed to find a way home.

"Seize him, we can hand him over to the General and Lieutenant and they'll decide his fate!" They begun surrounding him in a circle, their staffs suddenly sharpening and sparking with blue electricity.

Diamondhead didn't say a word as an explosion of green light engulfed him leaving massive dog-like creature in his place; he had no eyes, a wide mouth with large fangs, orange fur, and an Omnitrix symbol where his forehead would be. He let out a ferocious roar as he leapt forward tackling one of the men to the ground, only barely stopping his teeth from tearing him apart with the shaft of his staff. Wildmutt bit clean through the weapon and spat it to the side, snarling in the face of the cringing hawk man; He whimpered when he was upper-cut by another soldier and sent tumbling into a fire-hydrant. Water rained down on top of him and the street as four more winged men arrived with similar armor and weapons; the soldiers were starting to see a pattern when another flash of green light blinded them for nearly three seconds, a humanoid figure in crimson red armor hooded sporting nodes across his body appeared and from his palm exploded two pulses of water that knocked back two individual soldiers.

Another transformation revealed an alien the size of a battery, it cackled at them as it sent surges of emerald electricity through the water incapacitating the two men leaving just three more; a green flash exploded revealing another new face, a green six-foot-eleven plant creature with red trim and a putrid smell, Swampfire ignited two orbs of head from his hands and approached when he was blind sided from behind.

One of the hawk warriors stabbed him and electrocuted him from behind before he could react; after nearly three minutes of electricity surging through him, he stopped dropping the alien to the ground, it transformed into Ben Tennyson, a human male.

"That guy was tough; the General will definitely want to see him."

The warrior that had finished the job huffed, "I had to set my weapon to incinerate just to knock him out… what is he?" It was about all Ben heard before being smacked across the temple with the blunt end of a staff, knocking him unconscious.

Thanagarian Prison Shuttle

A woman with fiery orange hair sporting a golden helmet and armor as one of the hawk-people strolled through a large prison ship with twelve cells lined up in a neat row, beside her was another hawk-man only taller and thinner than the others with a goatee; behind them were two generic soldiers holding an adult man by the arms. He was unconscious and had a metal clamp strapped around his lower left arm clearly covering something, they passed several prisoners as one dressed in skin-tight blue and red onesie ran toward the energy-cage, "Traitor!" he shouted as the red-light seemed to subdue him, and the shackles tied to the ground pulled him down back to his knees.

They ignored him as the woman stared at him for a few seconds before giving a sight and continuing down the corridor, "Look at them, weak, useless, broken…" the thin man announced as they passed a green-alien creature, a man in all red pinned to the ground by a machine, and a grown man dressed in a bat-costume shackled to a pole, "It would have been difficult to storm their Watchtower without the access codes you provided," the last cell belonged to a man in a green and black suit with a strange symbol on his chest, he had no restraints and was simply sitting on a stool in the center of his cell.

The woman stopped to look in his eyes, feeling the hateful daggers he was sending her way, "Also, the detailed analysis on their weaknesses was very helpful in subduing them; this one was one of the easiest, he proved to be helpless without his precious trinket," the thin hawk-person pulled a green ring from his armor and flicked it into the air, catching it playfully.

"Don't underestimate them," the woman said as she typed access codes into an empty cell with the guards approaching still holding the unconscious man.

"Of course, perhaps we should ensure they are not a threat," He pulled an advanced ray-gun from his belt before spinning it and handing it to her, "Or, better yet, perhaps you should?" The man who wasn't restrained stood from his stool, looking to see what choice she'd make.

She stared down at the gun and back to the empty cell, "The point of this occupation is to keep peace while we finish our operation; if we kill their champions the humans will certainly revolt," she took his weapon from him and placed it on her belt, "Our best plan is to build the shield, than go," she pressed the last button on the wall opening the energy shield as the two soldiers dropped the man inside, set up his shackles, and stepped out of the room as the shield returned trapping him inside alone.

The woman turned away confidently and moved for the exit, "Make sure they're well taken care of," she wasn't looking to see the sinister grin the man flashed behind her back as she was too remorseful to look her former teammates in the eyes.

…

In one of the cells was a tall black-haired woman wearing a spandex-armor combination; there was a large pole extending from the center of her cell and she was bound to it by the arms with a golden-rope that illuminated as bright as her bracelets. One of the hawk-men approached, entering a key-code that allowed him access to the cell, and stepping inside with a plate of food consisting of green-rice, a few odd berries, and several purple tentacles. She watched as he tossed the plate to her feet and lowered the pole until she was left in a sitting position, "How am I supposed to eat this with my arms tied up like this?"

He scoffed back at her, "Not my problem."

She glanced up with soft-blue eyes and a clear complexion, she was truly gorgeous but, also clearly furious, "It will be if hawk-girl finds out you disobeyed her orders…"

"I know my duties," he responded turning around and walking towards the exit until she spoke up again.

"Then I guess you'll have to feed me," his eyes went wide and he turned back around, "Don't be afraid, little man, I don't bite," she tried to sound as seductive as possible but, it wasn't something she was accustomed to.

He pulled a dagger form his belt and held it at her throat, "Mind your tongue, woman, I fear nothing!" he reached down and stabbed a chunk of tentacle before lifting it to her face, "Eat."

She opened her mouth slowly and seductively, approaching the food until she quickly moved down biting his hand with enhanced strength causing the dagger to flip into the air where she expertly caught it with precision in her teeth. The man fell back holding his bleeding hand as the impressive woman shimmied up with the blade still between her teeth; he recovered and ran at her as she used her trap against him, lifting her legs up off the ground and grappling him around his lower back, crushing it. She sent a wild head-butt into his nose shattering it before releasing him and allowing him to fall onto his back.

Watching him fall, she flicked her neck toward the security panel in the cell, spitting the knife accurately into it as it exploded with sparks causing the pole she was bound by to lower into the ground granting her freedom. She sprinted out where a few bird-men in a control tower caught sight of her, "Security breach, cell-block seven!"

They fired blasters down at her where she deflected them with her bracelets, tracking and dodging them with expert accuracy, "Diana, the forcefields!" Shouted the man in the bat-suit from his cell, he'd already escaped from his hand-cuffs with ease but, couldn't get passed the obvious alien technology. The woman called Diana quickly turned to the control panel outside his cell and bashed her fist through it causing it to explode and his energy field to dissipate.

She covered him by deflecting the blasts, one after the other she changed the angle of her wrists as her gauntlets took the beams for her, while Batman stood behind, "Free the others!" Diana shouted as he nodded and turned to the other cells, just then two hawk-men came down from the control-tower with staffed weapons but, Diana met them by upper cutting one with super-strength and grabbing him by the left wing tossing him into his partner sending them both into the wall.

The Batman was approached by a guard on the ground with a shattered nose who threw uncontrolled haymakers at him but, the man seemed to be a martial-artist of some kind as he easily dipped in and out of all his attacks. The hawk-person eventually punched right through one of the cell's control panels releasing the man in all red as his gravity simulating cell shut off as well allowing him to stand.

The hawk-warrior swung wildly as Batman dodged under his swing and then jumped over him using his shoulders as a back spring to flip over him and land behind him; Batman walked away as the hawk came after him, only to explode as he didn't realize the Bat had left C4 charges on his shoulders.

The man stood in his cell as the bat continued to dodge and weave from all the attacks and pandemonium, "I feel like I just ran a marathon on Jupiter," he revealed his ability to be super-speed as he threw two jabs at mach five each one colliding with of an approaching hawk's chin, knocking him out-cold.

"You can rest later," Batman commented as the speedster grabbed the keys from his fallen opponent's belt, quickly moving to unlock the other cells. He managed to unlock two until a hawk-man came from behind back-handing him into an empty cell with a dinner plate of strange food splattered on the ground.

"Bats, catch!" he tossed the keys over to Batman who ducked beneath a right-cross from an enraged soldier and uppercutted him with enough force to crack concrete; he then side kicked him away.

"Diana!" He quickly shouted as he tossed the key up to the Amazonian holding two unconscious guards by the neck; she bashed their heads together and tossed them away to catch the keys midair and proceeded to land and unlock the other cells. She unlocked the buff man in blue's cell and shackles, immediately grabbing the grabbing the red-sun radiator and shattering it with her immense strength as it shut off he slowly felt he could breath again. She moved on and unlocked the green-alien creature who quickly shapeshifted into a dragon joining the fight without a second thought, the man sitting on a stool who quickly stepped off to the side looking for any weapon he could find.

He found a discarded rod of metal and grabbed it, heading into the fray hoping to find his lantern ring somewhere; the man in blue was approached by an even buffer, taller soldier; he responded by sending two crosses and an uppercut which left no lasting damage, "Some 'Superman' you turned out to be…" he punched the Superman across the face and sent him onto his back. He was clearly still weakened and not at his full strength. He was finished until Batman came from behind and bashed him in the neck with one of their discarded staff weapons, proceeding to electrocute him, "The lights from my cell…"

"Red solar radiation; try one of these," he tossed him a sparking hammer made of the same strange metal as the man wielded it for a moment before smiling and holding it up, joining the battle as his strength slowly returned.

It was an all-out war as the hawk-people tried desperately to subdue the colorful heroes and failed; their numbers were great but, the creativity and determination of these individuals gave them the advantage.

Diana approached the last cell who held the man they'd seen captured after them, surprisingly still unconscious and lying on the floor; the ringless Green Lantern held a discarded enemy sledge-hammer in a defensive stance, "What about him?" She asked as he turned to give the situation a look.

"Well, they locked him in here, with us," he bashed his hammer across the face of an approaching enemy trying to stop them, "He can't be on their side, maybe he's got powers like us? Or information that makes him important enough to lock him up with us."

Diana nodded and opened his cell, approaching him on the floor, she turned him over and noticed his features; he was at least thirty years old with chiseled figure, a profound jaw-line and a clean-cut beard. He wore a tight black tee with a white stripe down the middle, green cargo pants, and black combat boots; she knelt down and shook him as he groaned, looking up into her eyes.

"Am I dead?" he muttered in a daze as he reached up and touched her face, grazing her cheek with his fingers, she had never seen such a rugged, yet handsome man so she let him continue for only a few seconds before slapping his hand away.

"You will be if you don't move, now!" She grabbed his hand and pulled him up as an explosion shook the prison and they all felt a loss of gravity. They could feel themselves falling at high-speeds, obviously they weren't in any ordinary prison. Ben shook his head and accessed his Omnitrix via thought, a green light exploded from where he was standing and was replaced by a giant golden clock-like entity, shimmering in the light he sported a wind-up spring on the top of his head.

"What the heck is that?" shouted John, absolutely confused as the robotic-alien took a few steps forwards, he turned to his Martian friend "J'onn?"

"Do not ask me, I am just as surprised as you are that there is another shape shifter on this planet," answered the Martian as he turned and right hooked a hawk warrior with the force of a speeding bullet train, knocking him back into a wall.

"I'll explain later when we aren't all about to die," announced Clockwork in a thick German accent, "but, right now we need to get out of here," the spring on his head spun sending waves of emerald energy around them, time froze as Clockwork was used to his powers he was able to unfreeze the heroes he fought alongside at the time.

They looked around with strange expressions, everything was frozen midair, even the ship which was flying near the speed of sound above the atmosphere, "Thanks for the help but, now how do we get out of here?"

Clockwork held out a palm and opened a portal, on the other side was a street on the ground level, "Right this way," he announced as he gestured Diana first as the others followed suit through his portal.

…

Metropolis: Street Level

The Thanagarians soared through the sky-rises and tall buildings above the city of Metropolis, searching the streets in their tanks for their prisoners, but passed right by an alley where they all convened and tried to strategize. After the search lights had passed the alley and they successfully hid from their pursuers, the League was still in full costume and incredibly noticeable but, Ben wasn't as recognizable in his human form in either world so, he used this advantage to run out into alley after alley, narrowly avoiding being spotted by Thanagarians as he waved the heroes into a wider alley. They backed into the shadows of the buildings, trying to avoid the soldiers standing on rooftops and patrolling the streets.

"Will someone please explain to me, what the hell is going on here?" asked Ben as quietly as he could with his current situation. All he got in return was shushing from the Batman as a group of soldiers flashed lights into the alley from the streets with tanks in tow behind them, they all ducked down to avoid being seen. Ben and the League members, all found a quick place to hide, with Ben hiding behind a dumpster with the beautiful woman named Diana next to him. The Thanagarians stopped at the alley, looked in, not noticing anything out of the ordinary, they quickly moved on with some of them taking flight once again. They would have stayed to continue their planning, however; Flash nudged Superman's arm, pointing out the approaching shadows of more soldiers.

"We gotta move, people," he shouted in a whisper as Ben and Batman pushed a dumpster aside revealing a backdoor to whatever building they were breaking into; the man in the green and black suit kicked the door in as they all filed in closing the door, the tall green Martian used telekinesis to lock the door and pull the dumpster in front of it as though they'd never been there.

"Could you give me a hand with these?" said Green Lantern to Superman, his eyes darting down to the arm-braces that restrained him; Superman understood and used his heat vision to send twin beams of crimson heat into the cuffs melting the center of the brace off, but noticed he was still not at full strength, "Ahh," he said refreshingly as he rubbed his wrists, "That's better, thanks," continued Green Lantern as he promptly threw them into a nearby clothing rack of the department store they'd ended up in.

Ben folded his arms across his chest, if his Omnitrix could tell time he'd sarcastically look at it impatiently as none of them were paying attention to him, "X-ray vision working yet?" asked Green Lantern as they walked through the store, adjusting from their escape.

Superman peered up at the ceiling and narrowed his eyes, "Just enough to see Thanagarian soldiers flying overhead," He answered promptly.

"They would have covered the whole city by now," said the tall, green, and muscular Martian.

"Who knows, maybe they'll get tired and go home," chided Flash who received glares from his fellow League members, clearly not a time for jokes, "Hey, a little optimism doesn't hurt in times of crisis!"

Ben had just about enough of their bickering, if they were heroes, they didn't much act like it, "Hey, colorful people with a weird sense of fashion choices, does anyone want to fill me in on what's happening?" Ben was frustrated enough being sucked out of his own world but, he'd been kidnapped, knocked out, and now he was standing around in either the past, another dimension, or both.

"J'onn, can you read his mind?" asked Batman.

Ben shrugged, "I can just tell you? I'm a hero where I come from, I was fighting a villain and there was some sort of anomaly that caused me to be dropped here in this timeline…"

"Are you saying that you come from a different timeline?" Superman asked.

He nodded in response nonchalantly, "On my Earth we're closer to 2030 and we've definitely never had a Justice League," he explained as Martian Manhunter decided to scan his brain anyways with glowing yellow eyes.

"I can't delve too deeply into his mind but, I can tell he's being honest at least," Manhunter explained as Ben raised his forearm showing off his gauntlet-like watch, it extended into grey fingerless gloves and cut off just below the elbow.

"That would be me," He announced as he tapped the hourglass symbol on his watch, "I modified this device to keep people like you from invading my human mind."

Diana stepped up, folding her arms, "Human mind? Are you saying these creatures you transform into are inhuman?"

"Where did you get a device like that? Because I've been to hundreds of star systems and I've never seen anything like it," said Green Lantern as he gently lifted his arm and examined the Omnitrix, "And if my ring can't scan it, it must not be from-"

"This Universe, like I've been telling you," Ben announced as bright head-lights flashed into the building through the department window.

"This is the Thanagarian occupation authority," the voice came from a bullhorn-device atop a large alien tank with hawk soldiers floating on either side of it as it aimed its cannon at the streets, "Your so-called Justice League and an unknown assailant are in violation of our martial law and are to be considered to be armed and dangerous. Any persons found helping or harboring them will severely punished!"

"Well, being optimistic went straight out the window," snarked Flash as they all gave him a quick glance at his bad choice in timing; Ben stood up but, Diana caught his arm.

"What are you doing?" She asked as he pulled his arm from her, "I can end this entire invasion alone, I've done it before…"

"And how many innocents will be harmed while you do that?" Her eyes were crystal clear blue, looking deeply into his emerald iris he knelt back down reluctantly. He looked at her as their eye contact wasn't broken for several minutes until Batman spoke up.

He cleared his throat which caught everyone's attention, "In the mean time," He announced as he looked through the line of clothes that lined the stores racks, "It would be best for us to go underground," He suggested pulling a coat from the rack and looking it over.

"How do you hide a group of colorfully dressed superheroes, when the whole world is looking for you? You guys are about as stealthy as a giant Mr. Smoothie sign," he received vacant looks from the heroes who didn't understand his reference, "Oh come on, this Universe sucks, no Mr. Smoothie?"

"He's right."

"I am? I mean I was joking but…"

"No," he said coldly, "They're looking for the Justice League, without our costumes we're just ordinary citizens," answered Batman as the Martian immediately melded into a brown man wearing a trench coat and red scarf, about six feet tall and as average as he could muster.

"Just hold on a second, what about the whole secret identity thing? I mean, I trust you guys but… this new guy here-"

"Isn't even wearing a mask…" Ben pointed out.

Batman was frustrated enough, pulling back his cowl and pointing to each of his hero friends one by one, "Wally West, Clark Kent, and Bruce Wayne," he said jabbing himself in the chest with his thumb. Flash was dumfounded and wide eyed, "Well, you don't know that-" He looked around as they all gave him coy smiles other than Ben who couldn't have cared less.

He sighed and composed himself as he pulled back his friction-proof cowl and revealed his face; he wasn't unattractive and had ginger red-hair, "Red hair," chided Wonder Woman sarcastically with a smile and running her hands through his hair, "It does suit you."

"You think?" smiled Wally as being complimented on appearances by an Amazonian princess was not something to take lightly for some random C.S.I investigator, he chuckled and sped through the store looking for clothes.

Ben shrugged, "What year are we in again?"

"2004," Shouted Clark as he changed as well.

"Man, security for these places sucked back then… or back now," Ben corrected himself as he looked around the store, "You know, on my Earth, I don't have a secret identity," Ben leaned up against a pillar in the middle of the mall as they all separated to change, "Everyone knows who I am," he pulled out his last pack of cigarettes and pulled one out, flicking open a lighter and igniting the end of the stick; he just got a glare from Wally and John who watched him blow a puff of smoke upwards even in the building.

"Some of us here are trying to quit habits like that," said John, struggling with his own nicotine addiction.

"Those people should try one of those retro anonymous meetings," he turned and looked John in the eye, "For people who care," he took a long inhale and tossed it, stepping it out as he puffed a plume of smoke into the air.

A few moments later, all the League members had gotten changed into civilian attire. Diana grabbed a jean-jacket cropped off under the breasts with a matching blouse beneath, jeans and heels that she had no trouble walking in, "So, it sounds pretty lonely."

"What do you mean?" Ben asked.

Diana reached down and zipped up her boot, "Well, everyone knows your name, you sign their autographs, you save their lives, you put on a show to pretend to be the hero they need you to be," she stood back up, facing Ben as she continued, "It sounds like everyone loves you… but, nobody likes you."

She walked away as he looked down at the slightly smoldering cigarette on the mall floor, he stepped over it as he walked away, forgetting what she'd said entirely.

Clark wore a two-piece suit with a fedora and a pair of discount glasses, Barry just threw a t-shirt on and some jeans and he blended in like any other twenty-eight-year-old. Ben didn't need to change; they barely got a look at his human form to begin with and he wasn't the type to disguise himself without changing DNA.

Diana approached with a scarf, coming into his close quarters almost startling him but, she simply wrapped a green scarf around his wrist, "They may not be searching for you but, this symbol is a different story," she looked up into his eyes with a smile.

She had a point, every form he used had the Omnitrix symbol and it was smart to disguise it specifically outside, they made sure there weren't any soldiers nearby watching, "We should split up," John suggested using his former military training to strategize, "They'll be looking for seven us, not in pairs; we should choose a rendezvous point."

"We're about twenty miles from Gotham," interjected Bruce, "We can regroup at my house there but, try and keep a low profile; Diana, you go with Ben, since he'll need a guide through this city," Bruce quickly pulled her off to the side as casually as he could, "See what you can find out about our new guest and that device of his. Anyone who can transform into an army of thousands of alien species, doesn't sit right with me," looking over at Ben, the Bat glared.

"I'll see what I can get," said Diana reluctantly, "but, I don't think you have anything to be worried about, Bruce. If he was going to take us down, he would have done it already," she reminded him of his arsenal of aliens and just how versatile he was on the Thanagarian ship.

Above the Gobi Desert

Aboard the Thanagarian mother-ship, which rivalled the size of Manhattan; Shayera Hol, formerly a member of the Justice League under the alias of Hawkgirl, was at a loss for words from what she was seeing on the holographic screens surrounding her.

When Hro Talak, Commander of the Thanagarian forces and her soon-to-be husband, had discovered that the League had broken free from their prison ship and caused it to crash into Metropolis, he had been furious. In a rage, he demanded that recovery teams check the security feeds on the ship to find out how they had managed to escape. That was a few hours ago, and Talak had calmed down enough to think out the situation. While a formidable team, the Justice League could not hope to defeat the might of the entire Thanagarian invasion force. They were outgunned, outnumbered, and outmatched and thanks to their detailed data on every hero's weakness and vulnerability, they would be even easier to subdue with credit for the data going to Hawkgirl herself.

Talak received images in his control center, images of a creature of diamond, one of a beast attacking his men before transforming into a plant creature that manipulated fire, "What is this?" he questioned as he watched Ben in action.

Shayera had no idea what this being was, or if it was even from this planet, but she knew that it would make the occupation of Earth a little more difficult if it continued to interfere; The creature was a wildcard and she saw that it was a human that turned into it, she was beginning to question her mission more and more the longer she dug into their plans.

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

"Be aware that the Justice League has escaped with an unknown ally," She warned seriously, "He changed shapes like nothing I've ever seen; be ready for an attack."

"Let them come, it would only be suicide to enter against an army," he looked back down at the screen, "Keep me informed of your progress and let nothing delay you," he ordered without room for argument.

"By your command," the communication link ended as he bowed.

"Humans as slave labor?" Shayera questioned, having overheard Paran mention using humans to 'lift and carry as well as any animal'. The former Justice League member was concerned to say the least, "That is not how helping a planet works."

"Unfortunate, but necessary," he answered with a smile, "We are on an unforgiving schedule, if we are to finish the Hyperspace Bypass in time…" he trailed off realizing his mistake.

"Bypass? I thought we were constructing a force shield for the planet," Shayera questioned angrily as she turned to look out the window, watching the construction below and finally realizing it had nothing to do with generating shields, she'd been blinded by loyalty.

"That was merely the cover story," he answered calmly and without remorse.

Shayera paused as dozens of thoughts raced through head at once, she couldn't comprehend this betrayal, she'd done everything he's asked of her, "When were you going to tell me this?" she nearly growled, "Did you not feel you could trust me?"

A long silence ensued, as both Thanagarian warriors gazed into each other's eyes, neither one willing to back down from a deadlock. In all their time together, Shayera had never felt this angry with Talak, nor this betrayed or heartbroken. What was wrong with him? "Follow me," he said quietly, snapping Shayera out of her anger, reluctantly complying. The Thanagarian leader began to walk away, and Shayera began to do as he said; after about five minutes of walking and an elevator ride later, the two entered the war room of the ship. This is where Talak brought her over to a large screen used for battle strategy and tactics, holographic blueprints and a map of the neighbouring star systems.

"For decades, the Gordanian home-world has been protected by a defensive line," he explained, bringing an image of the Gordanian home solar system, with their planet surrounded by legions of ships and space stations forming rings around the planet, they were the size of countries that would make a frontal assault a fruitless endeavor, "but this chain of Hyperspace Bypasses will allow our forces to jump behind their defenses and will give us a way for a direct assault on the heart of their empire. Earth is the last link in that chain. Once the chain is complete, we can attack and wipe that Gordanian threat from the face of the Universe."

Shayera backed away as she looked up at the scale of their plan, "But if we open a whole in Hyperspace here, it will rip apart this entire planet, it could even destroy their sun!" she added with a shout.

"Unfortunately, yes," he bowed his head, almost pretending to care, "For Thanagar to live, Earth must die," Hawkgirl could only express a face of shock and horror to the sudden information her betrothed had given her, how could he betray her like this? Destroying an entire Solar System teeming with life just to win a petty war? How much longer could she do this?

…

Metropolis

Flying down toward the scene, two Thanagarian hawk-soldiers landed in an alleyway where they were dispatched by a League sighting; they looked around and searched a dumpster for evidence left behind or clues to the validity of the claim.

"Lieutenant, we've found something" he called out as Kragger approached to investigate.

"We found these," the soldier held up the cuffs that bound Green Lantern melted apart by parallel beams of heat; the soldiers then pointed to the broken door, "And the lock to this door was broken," They grabbed the dumpster and with one hand they tossed it through the street into a car, without regard for public property. As they entered, they noticed discarded tags and hangars across the floor, different items of clothing tossed about.

"They were here," Kragger pulled up his communication device on his wrist and gave an order, "The Justice League is trying to pass themselves off as civilians; search door to door, under every rock, question everyone. Do not let them get away!"

…

"I still can't believe that Bats is really Bruce Wayne," Wally said whispering his name and following a group of average people in a line to board a train, "You'd think a billionaire playboy would crack a smile every once in a while."

"What I can't believe is how quickly and easily the Thanagarians took over," said John watching a pair of soldiers harass a nearby citizen, tossing her purse to the ground as the items within scattered.

"Where is your identification!"

She whined a bit, like a wounded dog, "If you'd just give me a min-" she was interrupted by one of the men stepping on her journal as he walked by, not paying her any attention.

"Look, if we want to save the entire planet, we have to let smaller losses go," Wally held his shoulder as John wanted to sprint into action.

"I know, that isn't what's bugging me as much as it pisses me off," he looked back to the line as they walked closer to the train, "I can't believe I let myself be fooled by Shayera like that, I should have seen it coming."

"Don't blame yourself-"

"I don't," he interrupted quickly and with a sharp glare, "I blame her for what's happened to this world and I only blame myself for ever giving a damn about her…"

"Be prepared to show identification or be detained," ordered one of the soldiers as he passed the line in an orderly fashion.

"I knew we should have taken the non-hawkpeople line," added Wally comedically.

"If we run, they'll see us," he looked over at Wally, "Well, they'll see me."

"Well," Wally chuckled, "I'm not leaving you behind and staying here is no good either. If you have any good ideas, now would be good time to speak up," They were only three people away from being checked when at this point Bruce, Clark, and J'onn coincidentally arrived and noticed the predicament they were in.

"Well this looks like trouble," said Clark as he narrowed his eyes, "That's definitely Wally and Bruce and those lines are doing ID checks."

"Too many civilians," added J'onn as he scanned the area, "if we try and help them, someone could get hurt or worse, we could be captured again, and the world will be lost."

"I've got a plan," suggested Bruce with a smirk he rarely gave.

"Keep moving and have your identification ready," ordered the soldier as he moved the line along, it was only one person in front of John and Wally.

"What are we going to do?" Wally whispered as he really started to crack under the pressure now with sweat running down his face. John slid the wrench from earlier down his wrist and into his hand.

"Excuse me," Shouted a reporter from the crowd behind them, getting the attention of the soldiers as he came in close with unusual strength, "Clark Kent, of the Daily Planet, we understand that the Thanagarians are doing construction at a restricted area in the Gobi Desert, can you confirm this?"

Wally and John stared at each other for only a brief moment, shocked at the brilliant timing of their friend and apparent ally-journalist. J'onn then decided to pull out a camera and start to take pictures of the soldiers, pretending to be Clark's photographer, and blinding them with the flash.

"Get that thing away from my face," He shouted as he slapped the camera out of his hands, shattering it on the ground, they stepped closer as to intimidate but, it didn't take with Clark or J'ohn.

Clark pulled out a pen for his pad that he held, "And how long do you plan on enforcing Martial Law?" He questioned rightfully.

"No more questions, go away, no comment."

"Can I quote you," Clark said while he and J'onn backed away from the scene, having successfully allowed their friends access to the train, they vanished into the crowd once again as the soldiers resumed their duties.

…

Above the Gobi Desert

On a viewing deck, Shayera looked out at the vast expanse of sand below; the night sky was absolutely gorgeous, shimmering stars that cascaded across her sightline, at this point Talak came from the walkway behind her and stopped.

"What are you looking at?" he asked.

"Nothing," she replied coldly.

"I have never seen someone so concentrated on nothing," He stepped forwards and placed his hands on her shoulder armor, trying to give some comfort after the revelation she had received, "I know this must be so difficult for you."

"Do you?" she replied sarcastically, not even looking at him, "You had me blend in with a populous and learn not just their weaknesses but their society and emotions, all without telling me you planned to wipe them out! Forcing me to betray them!" She turned around and slapped his hand away.

"What is obligation can sometimes feel like betrayal but, you must remember that our true obligation is to Thanagar, your home-world," he reminded her, "Your family fought and died there, would you truly desecrate that memory for these filthy apes?"

She turned to confront him, this time with pleading eyes, knowing he was the only one who could stop this, "There must be another way, can't you reroute the Bypass to some uninhabited planet or moon?"

"Any alteration to the plans will set us back years, possibly decades," he explained as he placed his hands on her shoulders, "And every moment wasted means more Thanagarian blood will be shed."

"That still doesn't give us the right to murder billions!" she argued, "There are innocent women and children living lives just like ours, wars being fought, families being raised, love being found…"

"We are at war," He shouted suddenly, gripping her shoulders tighter, "Have you forgotten why we fight? Of the horrors that the Gordanians are capable of?" Talak took off his helmet revealing a massive scar the lead from the side of his chin and splintered across the side of his face and right-eye, "Have you forgotten what they did to me in their prison camps? Because I haven't!"

"I have not forgotten," she replied calmly, regaining her composure and looking him in the eye, "but our war is no excuse to sacrifice the…".

"I am your commanding officer! You will not question me," he ordered loudly, his grip on her arms started hurting her as he squeezed, "Am I clear?"

"I don't even know you anymore," was all she could say but, it was enough for him to let her go and take a step back as they were then interrupted by his personal coordinator.

"What is it?" Talak questioned, still aggravated from his recent altercation as Shayera looked away from him, holding her hands over where she'd been hurt, she'd heal in a few minutes as it was only a bruise but, it was the principle that mattered.

"We've been unable to recapture the Justice League and the unknown shapeshifter," Kragger said monotonously looking down at a holographic device giving him statistics and updates, "They have blended in with the populous. It will be difficult to find them." He looked over to Shayera with an evil grin on his face, "Unless, of course, you know where they are?"

Moving faster than the speed of sound, Hawkgirl picked him by the neck and slammed him against the side computer console, "You're a long way from home, bird boy. If you ever want to see it again, then I suggest you tread lightly," she spat with malice, dropping the SIC to his knees and he grasped at his neck taking deep breaths, gasping for air. She walked off, away from the person she though she knew.

"She never really answered the question, did she?" Kragger inquired from his hands and knees as Talak just watched her as she went.

…

Outskirts of Metropolis

Diana and Ben had managed to make it to the outskirts of the city but, could still see hundreds of Thanagarian soldiers flying above the buildings, looking for the Justice League. They were on the ground as well, questioning person by person on the whereabouts of the Justice League and their identification

Walking casually and trying not to act suspicious, Diana decided to break the ice with Ben and ask a question, "So, you're the only hero on your Earth?"

"Well," He rolled his eyes, "My cousin helps a lot and sometimes my grandfather-" his smile faded as he looked back at her, "There are other heroes but none of them are as good as I am."

"What does that mean?"

He huffed as the cool New York air showed his breath, "I travel the planet constantly; putting out fires, stopping earthquakes, beating super-villains and stopping invading armadas," Ben looked down to his feet as he kicked some snow out of his way, "I've tried letting other people handle it… it only gets them hurt, I'm the only one that can do it. I'm the only one," He reminisced to the monstrous Vilgax cleaving his grandfather's arm off, the same day he mutilated and killed the alien Chimera-Sui, or so he thought until a few weeks ago.

"Again, that sounds incredibly lonely," Diana reasoned but, Ben took a step away from her, still walking beside her.

He closed his eyes as they walked, "I have to be lonely, nobody can survive being with me, I had a wife once and I lost her because was Ben Ten Thousand, Hero of Heroes," he stopped as she did too, the neon lights from the signs above them cast shadows down around them, "Don't try and befriend me, it'll only get you killed. I'm alone and that's the way I like it."

Diana took a second or two to process but, nodded as they both continued walking, "I'm telling you from personal experience, you can have a life and be a hero, I spent nearly a hundred years in solitude and now I have this family," she grabbed his hand, "I don't know what you've been through but, it won't last forever."

"Listen, I-" Ben was cut off when he saw Thanagarian soldiers harassing two civilians for identification; he grabbed one by the collar of his shirt, lifting him up and tossing him ten feet away.

"Answer when you're spoken to!" He shouted, "Identifications, now!" he ordered as he stabbed his staff into the asphalt and spread his wings for intimidation. Another soldier grabbed the purse from a woman, ripping it from her shoulder literally as it snapped the strap, he shoved her over, hitting the ground lightly.

"Hey, leave her alone!" A good samaritan spoke up, shouting and grabbing the shoulder of the soldiers armour. This proved to be a fateful move as the soldier grabbed his wrist, twisting it and tossing him over his shoulder, slamming the defenceless man onto his back.

Ben had seen enough, he transformed into Cannonbolt who rolled at high speeds, passing right by his targets, "Nice try!" but wasn't expecting to be hit from behind so hard his face cracked the asphalt. Another transformation blinded the hawk-soldiers as a seven-foot-tall orange tiger beast stood in the place of the previous creature, "Rath!" his fur had black strips horizontally across his back and he had two jagged claws coming from each knuckle.

The soldier raised his staff and swung down connecting with Rath's claws, sharp enough to keep even Nth metal at bay, "Are you just gonna stand there or are ya gunna do something about it!" he shouted at Diana as three soldiers approached from the sky.

"We have a situation, we'll need back up, send reinforcements to my coordi-" Diana flew upwards, uppercutting him and cutting off his sentence as she round house him into his subordinates. She grabbed his weapon and spun to the right, disarming him quite easily as she used it to electrocute all three of them before snapping it in two over her knee.

Rath tossed two unconscious hawk-men into the street which had been abandoned as the fighting started, a bright flash of green light signified Ben's return to human form as Diana landed in front of him, she was only about an inch taller than him but, he didn't mind it much. He shook the thought entirely as half a dozen Thanagarians flew down from above spotting them, "The Justice League! Stop them!" ordered a Thanagarian, down an ally. Both soldiers proceeded to chase after the heroes, and fire energy bolts from their weapons which Ben and Diana narrowly avoided.

"Well, so much for keeping things low-key," Ben said sarcastically as they both turned the corner, where Diana decided to use a nearby lamp post grabbing it and swinging it at the men turning the corner, close lining them as they hit the ground and snapping the lamp post in two, knocked out cold.

Ben and Diana both huffed a bit, it had been a while since they had to run on foot although, it was clear Ben was the more exhausted one; he quickly regained his composure just in time for soldiers to spot them, firing a beam that destroyed a nearby dumpster. Catching the attention of a restaurant owner, he reluctantly waved them toward him as he allowed them refuge in his shop.

"We can't stay here," argued Ben to the owner as they approached with their heads held low, "if they find you helping us…".

"Please sit here," the man interrupted leaving no room for discussion, guiding them to an unoccupied table; another woman proceeded to wrap a scarf around Diana's head, covering her long black hair.

"Kiss me," ordered Diana as her eyes darted back and forth from the exits.

"What? Why?" He asked justifiably.

"Public displays of affection make people very uncomfortable," she explained.

"Yes, they do," he said abruptly as the soldiers entered the room.

Diana didn't hesitate to grab Ben by the neck and pull him in for a kiss, while he tried to act as natural as possible, he melted into her embrace as she did the same, turning away from the soldiers who scoffed at their 'petty' emotions.

"We are looking for dark haired man and woman," demanded the soldier to the owner of the restaurant, the same man who allowed the heroes refuge.

"Perhaps, you could be a little more specific?" answered the owner, pointing to his customers, who coincidentally consisted of mostly dark-haired individuals, brunet or black.

"Has anyone come in here recently? In the last five minutes?" He questioned.

"No," he answered, "The public has been too afraid to be out this late, these are all the customers I've had all night," he pointed out the small group of individuals each eating at separate tables.

"What about those two?" the soldier pointed to Ben and Diana, whom were forced to continue making out as the owner bought them time; She wasn't exactly one to enjoy a mans company but, without even knowing this man she could tell they had some sort of spark.

"Ah, the love birds, they have been here for at least an hour," he lied for them.

"Let's move on," ordered the soldier loudly as the occupation of the resteraunt was concluded and the hawks all left the building; Diana peeked her eye open as she was facing the window, she saw them taking off so she disconnected their lips, having a small trail of saliva between them.

"Sorry," apologised Diana as she wiped her lip and chuckled, her cheeks turned hot as a blush formed, he didn't say anything, but he could certainly tell she was definitely feeling something similar to the spark he felt.

"Don't be," he noted with a smile, looking into her eyes he saw something he hadn't seen in a very long time, he could tell she saw him, Ben Tennyson, not just the hero but, the person. After what happened to Kai, he couldn't go down this route again, he shrugged it off; she was slightly off-put by this but paid it little attention.

They thanked the owner on the way out, leaving through a secret hatch beneath the wine cellar that connected to an opening in the street exactly in the direction the needed to go; it was narrow and dimly lit by bulbs older than himself but, if it got them to safety, it would do.

As they walked, Diana decided to speak up, "Not a bad kisser, Ben," she complimented.

"Don't mention it," he muttered as he kept watching.

"I'm serious, I haven't kissed many men but, you are-"

Ben interrupted her, "Let's try not talking about it!" he shouted, normally no one would notice but, she was trained to examine micro-expressions by Batman, he was in pain and the kiss was bringing more of it out than she thought.

…

Gotham City: Wayne Manor

One Leaguer after the other arrived at the massive mansion, trying their best to be inconspicuous walking almost two hundred feet up a driveway to reach a front-door larger than most; Clark, John, J'ohn, Barry, Bruce, Diana, and Ben arrived the last of the two being the last to arrive.

"You're late," Batman noted.

"Good to see you too," Replied the Ben sarcastically, passing him without making eye contact as they were escorted through a piano activated clock, giving access to the steps that led to the Batcave.

Wally immediately noticed the T-Rex replica, amongst other souvenirs from his crime-fighting years, "Hey, guys look, it's a giant dinosaur!" he shouted but, quickly realized his immaturity, he silenced himself.

"And I thought Batman was the detective around here," said Alfred.

…

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