This will be a crossover between the Ultimate Spiderman Universe and the Justice League Unlimited Universe with some AU elements thrown in. Spiderman (Peter Parker) died in the Ultimate Universe so I'm picking things up one year after that. The time frame will be significant as later chapters will prove out.

Also in this JLU universe Batman has temporarily split with the Justice League after the vote to keep Hawkgirl a member after the Thanagarian invasion. He still helps the League out when needed and supplies them with funds, but Nightwing has taken his place on the active roster and Batman has gone back to focusing primarily on street work. .

I don't own the characters from the Marvel or DC universe, obviously. If I did… well below is likely what would happen…

Bold Italics= Thoughts of character

XXXX= Scene shift/character shift

-Gotham City, night-

The last few days the city's been blanketed with freezing rain, but that hasn't stopped the Flaming Fist gang from making life miserable for the citizens of Baker Avenue. In fact the weather, rather than being a deterrent has actually accelerated crime in the area. Robberies, assaults, and vandalism has increased to the point that the local police department has left this neighborhood to fend for itself.

Well, not entirely.

The vigilante Batman has taken it upon himself to try to reign in the violence. He strikes from above, swift and deadly no one's ever really been able to get a look at him, feeding the legend. The whispers among those that have been saved by him would have you believe that he was superhuman, with powers and abilities beyond most men.

Yet even with his help, most of the residents of Gotham City are still living in fear; making every step outside their homes a risk. No one is left unaffected, but one young man in particular could make the argument for having a more difficult time than anyone else

It's been three days since he's had anything to eat but water and he's living in the heart of Flaming Fist territory. Not by choice; if were up to him a lot of things would be different, but he can only play the hand he's been dealt

So far it's a pretty lousy hand.

He's homeless, has no memory beyond the last few months and apparently no one's been looking for him either. Everyday that passes he hopes that someone will recognize him, or that his memory will return.

And everyday nothing changes; except he's hungrier and feels the crushing weight of hopelessness get heavier and heavier.

Like many others, he's seen the masked crime fighter drop from the roof tops and intercede on behalf of the poor citizens in need. Unlike many others however, he doesn't fear him, he wants to join him.

To help others who are in need.

He has no idea why he feels this way. He doesn't think he has a hero complex, doesn't feel like he's anything special, he just feels a deep innate need to help. Maybe if he knew who he was before he ended up here, he'd know why he feels the way he does.

"Come 'ere chicky, chicky!"

He knows that voice by heart. It's the same one that told him if he ever caught him begging on his corner again he'd "carve him up nice and slow". It was a warning the young man did not forget. Since then he'd been spending more and more time off the street.

Yet curiosity got the better of him and from his latest hiding place; an abandoned two story walk up, he looks out the window. There he sees, Glenda, running from three of the Flaming Fist gang. A surge of anger sweeps through him.

Glenda was one of the few people he'd met since he ended up here, that treated him like a human being. She didn't have much herself, but if she saw him she would often make him a sandwich or give him whatever leftovers she had. She never asked for anything in exchange, she even let the young man use her shower once. So someone without a mean bone in her body was likely about to be beaten, robbed and probably raped for walking by herself at the wrong time of night.

I'm not about to let that happen!

XXXX

"Don't worry slim," the leader who was called "Pretty boy" said "We'll take good care a ya. Ain't that right, Squeaks?" He had a serrated blade aimed at her throat. It was the Flaming Fist's weapon of choice, their boss thought it to be more intimidating than a gun.

"Definitely." The massive man named Squeaks was over six and half feet tall and carved muscle. He never spoke in more than one or two word sentences on account of the fact that his voice sounded like a eight year old girl.

They managed to corner her right in front of her apartment building, she dropped her keys before she could get inside to the relative safety there. Once he'd heard her neighbors talking about banding together, that they outnumbered the gang that had taken up residence in the neighborhood, but he knew it was all talk.

No one did anything when Dennis the mail carrier had been beaten within a few feet from death. Or when Patricia had nearly gotten raped. Only reason she got away is a police cruiser happened by at the right moment. In his limited experience, no one seemed to want to be the first to fight back, the first to stand up.

"Why don't cha pick up those keys, darlin'? Or ain't cha gonna invite us in?" Red asked menacingly.

It was easy to see what they wanted. Glenda had been an aspiring actress but had fallen on hard times because she had too much integrity to follow the rules of the "casting couch". Even though she had to get a regular job working at a drug store, she was still gorgeous enough to warrant the wrong kind of attention, without even trying.

Without thinking the young man taps Red on the shoulder and just as he turns around slams a fist hard into his face.

He's feeling pretty good about himself as Red crumples bonelessly to the ground without so much as a whimper. He has no time to relish his victory because immediately the other two are on him, swinging wild punches and brandishing knives. He notices that Glenda is now torn between helping him and getting to safety.

"Inside Glenda, now!" getting the message she disappears into her building. Somehow in the midst of all this he manages to avoid the stabs and punches of Squeaks and Pretty boy.

"What you waiting on Squeaks, stick this kid so we can get back to the chicky!"

"Difficult."

"It's about to get a lot worse." That voice. He'd heard it before, but always from a distance, never from this close. Hearing it up close is worse than he could have imagined. It was the kind of voice that made your blood freeze in your veins.

Fear and panic cause him to close his eyes; not wanting to see what happens next.

"Crap! It's Bat-" that's all Pretty boy is able to manage as he's pulled off of him and slammed hard into the nearest wall. The next thing heard is the crack of what he hopes isn't bone followed by a girlish, chilling scream. He's still lying on the ground awaiting his turn when he hears another voice, different from the first.

"That was a brave thing you did there, son." Opening his eyes to find a massive hand outstretched is the last thing he expects to see.

"Th- thank you." he replies shivering. He wished it was the cold rain that causes it, but it's not. It's the man standing before him in the dark cloak. The man is shorter than Squeaks, but not by much and he's even more built. The general populace was decidedly split on vigilantes; whether they were a force for good or not. From blurry photographs he'd seen in the Daily Planet a few days ago, he knew this particular vigilante was called the Batman.

He watches as Batman ties up the three gang members to each other in a side alley. Glenda steps back out of her building with a bat in her hand and the young man smiles in pride. At least some people weren't content to stand by and do nothing.

"You okay kid?" she asks concerned. She doesn't see Batman busying himself with securing the unconscious men until he emerges from the alley and looks at her. "Oh!"

Seeing that the masked man has no plans on saying anything, the young man takes over. "Call the cops Glenda, tell them what happened and that they need come fast." He turns around and finds Batman looking at him curiously.

"What's your name, kid?" The young man feels foolish for not being able to answer his question.

"I don't remember, sir." Most people called him kid as in "Get out of here, kid!"

His face remains impassive, but he asks another question. "What do you remember?"

He remembers waking up, buried alive. Digging himself out of a grave and passing out in a cemetery. When he awoke he was in a park not five blocks from where he is now.

"I rather not to talk about it…" He answers honestly. He still wasn't sure if that was just a bad dream or if it actually happened. It seemed so much like something from a movie or a bad comic book, he didn't want to look foolish in front of the Batman.

The man, seems to be considering something. The young man wants to say something before Batman takes to the rooftops again. Before he can come up with anything, Batman speaks something into his wrist and turns back to the would be hero.

"Get in the car."

"Uh.. What car?" he asks looking around.

XXXX

"The car" pulled up to them on it's own and when he climbed inside he thought it was more like a tank with leather seats. It definitely was unlike any car he'd ever seen which made him very aware of how dirty and wet he was.

"Don't worry about the seats, they've seen worse." He states grimly, never taking his eyes off the road. "So you don't remember your name or how you ended up in Gotham?"

"Gotham?"

So that's the name of this place? I was gonna just call it Hell, but that seemed like I was underselling it a bit.

"Okay, let's see how total your amnesia is: Who's the President of the United States?"

"Obama. Uh… at least for right now I guess."

"Name the football teams that play in NY."

"The Buffalo Bills." he answers. The man turns from the road to look at him. "What? Both the Giants and Jets play in New Jersey so they don't count." Something like a smile hits his lips but it disappears almost as quickly.

"Where are you from?"

"How do you know I'm not from here?" He doesn't feel any connection to this place, but then he doesn't feel a connection to anything. He could be from nearby and just never seen this part of the city. At least that was his hope. He still held out for the slim chance someone would come looking for him and tell him who he was.

"I make it a point to know every meta-human in my city." he states flatly.

"Meta what?" he keeps looking out the window, hoping something will feel familiar, but it all seems so alien to him. He should've told the Batman "no thanks" and declined to get in his car, but Batman didn't seem like the type of guy you said no to.

Sighing he turns to him. "That punk, back there? You broke his jaw. One punch. And it was a badly thrown punch at that. Your technique was terrible, he was leaning at an odd angle and you still broke it."

"Guess I'm a natural…" He mumbles. He hadn't meant to hurt him, just to stop him. Besides no one else was doing anything.

"No you were lucky that you swing like two year old girl, because had you thrown that punch correctly Gotham PD would be trying to pry his head out of the front door. And you'd be tied up next to them." Batman replies gruffly, not bothering to look over at the young man.

He's so disturbed by his words that he doesn't notice they're heading straight for the side of a stone mountain until they drive right through it. The young man jumps in his seat and the driver just chuckles.

"Hologram." Batman answers simply

"But the 3-D mapping on it was so realistic, and there was almost no degradation when we passed through it…" This time the driver turns to him looking for an explanation. "I guess some things I just know."

"Indeed." He answers flatly.

"So you gonna tell me where we're going?" He's trying his best not to sound as scared as he feels.

I'm basically on a ride along with a man wearing a cape, who has to be insane, but has enough money to afford three dimensional imaging devices and a car that doubles as an urban assault vehicle… I actually would be well within my rights to freak right out.

"Yes." But Batman says nothing further as he drives through the tunnel.

Great.. I've basically volunteered to be kidnapped.