Finally. Billy watched the first rays of sunlight stab through the torn up remnants of the grey storm clouds hanging in the sky above them. He frowned up at them from his relatively dry spot under Fawcett Bridge just outside the city.

Getting wet was what you got for skipping school to go fishing with your friend – which had been a silly idea anyway, since there were very few actual fish in the river and none of those had been especially taken with Greg's self-made fishing rod and the worms they'd collected and used as bait.

All they'd caught before the storm hit was an empty beer can.

"Let's just go back," Billy said, dodging a fat drop of rainwater coming from above. Water was dripping off the side of the bridge. Billy peered at the grey steel and concrete structure and sighed. His feet ached; it'd be three miles back into the city.

The fishing trip had sounded like a great idea when Greg suggested it the day before, kind of like a Huck Finn adventure, but in reality it turned out to be more unpleasant than even going to school would have been, not that Billy was going to tell Greg that.

"Whatever," Greg replied with a dismissive shrug.

You didn't have to be Martian Manhunter to see that he was really disappointed and irritable –the whole thing had been his idea after all, and he'd made it sound awesome when he pitched it to Billy, but now that it had been such a failure, he was getting super-defensive about it.

Greg set off without waiting for Billy, practically stomping ahead, his stupid fishing rod slung over his shoulder.

Slightly annoyed, Billy hurried to catch up to his friend, but didn't say anything, better not make this worse than it already was.

Sure, he was kinda mad at Greg, too – Greg was being such a baby about this, but, hey, Billy would just be the bigger man here and keep his thoughts to himself, no need to make a big deal out of this.

They walked next to each other for a while, both silent, Greg sulking and Billy, Billy just had no idea what to say.

He bit his lip. More than anything, the day had felt like a drawn-out goodbye.

It had only been two days since Billy had moved out of the condemned building he used to call home and in with his Uncle Dudley, and Greg was nowhere near ready to forgive him for that. Which was totally dumb and selfish, but…

Well, Billy did understand it on some level.

If it had been the other way around, he'd have been happy for Greg, true, but, well, that was part of being Captain Marvel and having all the Wisdom of Solomon. It'd have taken him only one word to turn into Cap to realize how awful it was to be bitter and envious about seeing a friend moving up in the world.

Not that he was moving up in the world, and it wasn't about that anyway, but he had found someone who cared about him, who wanted to help him and who was giving him a room and clothes and even cool stuff Billy wouldn't have dreamed to ask him for. Uncle Dudley wasn't rich; he shouldn't have been spending that much on Billy, but he said he wanted to, that Billy deserved to have nice things as much as any other kid.

And Greg was mad at him because of it; they were drifting apart.

Before, they'd needed each other, they'd been equals, and, although Billy didn't actually agree with Greg all the time – for example Greg's whole idea that it was okay to steal as long as you didn't get caught ("If they're too dumb to pay attention to their stuff, it's their own damn fault, not mine.") – they did like each other.

Things had changed though.

"Why would you wanna go live with some creepy old guy?" Greg was wrinkling his nose and looking at Billy as if he'd just declared his plan to eat nothing but insects for the rest of his life. It wasn't the kind of reaction Billy had expected, and he could feel himself get defensive.

"Uncle Dudley isn't creepy; he really wants to help me." Billy folded his arms across his chest.

"You're nuts," Greg said.

They were sitting on Billy's moldy old mattress in the condemned building on Parker Avenue, the innards of a broken Nintendo DS spread out on the floor in front of them, and Greg was poking around on the green circuit board, as if he actually knew what any of the different parts were doing.

"Am not," Billy said. "Uncle D is just a nice guy."

"Yeah, right." Greg fumbled with the broken plastic casing. "Cause the world's just full of nice guys waiting to take in starving orphans."

"Who's starving?"

"Your ass would be if it wasn't for me."

Billy rolled his eyes at Greg's self-confident tone. Yeah right.

But he let him have it. Being two years older than Billy, Greg just needed to feel superior sometimes.

It was the same with the DS, there was no way Greg knew how to fix the broken thing they'd found in the trash, but Billy still humored him. And hey, maybe they would get lucky… somehow. They didn't have any games, but just having a working Nintendo DS would be awesome; and, who knew? Maybe they'd even find a game at some point.

Or maybe later when Greg had gone home to his mom – if he went home tonight that was – well, maybe old Solomon actually had the wisdom to fix broken Nintendo consoles…

Nope, that wouldn't really be an option, Billy knew he couldn't just transform into Cap and use him for his entertainment, no matter how much he wanted that DS.

He sighed.

"What?" Greg shot him an angry look, probably expecting Billy to disagree with him and ready to start a fight. He always was short-tempered, going off at any small provocation, which routinely got him into trouble with older kids and even adults.

But he did have a good heart and he had helped out Billy more than once, sharing what little he had and giving Billy advice on where to find stuff, how to stay under the radar and which places and people to avoid.

"Nothing." Billy looked away, at the scrambled mess of computer bits in front of him – he really had no idea where any of those things were supposed to go – and sighed again. Greg probably wouldn't believe it if he told him, but Billy was sad, too. He didn't want to lose his friend; it wasn't like he had many to spare. The kids at school usually picked on him for being weird, smelly and gross. All that despite the fact that Billy put a lot of effort into his personal hygiene, but unlike his classmates, he just didn't have easy access to clean water and washing machines and stuff.

Except that he did now, of course.

And now he might be able to get a brand new DS for his birthday, just by telling Uncle D how much he wanted it, and that wasn't fair, was it? But maybe, instead of the DS, he could wish for something else?

"Hey," he said, "I bet if I ask my uncle, you could come and stay with us for a while. That'd be pretty awesome, right?"

Greg gave him a pissed-off look. "Are you crazy?" He put down the circuit board he'd been holding in his hands. "Why would I wanna do that?"

"I just…" Because it would be better for you would be the wrong thing to say. Greg would never ever forgive him. It would be super-patronizing anyway, so Billy tried to make it sound like it would be for his own benefit, not Greg's. "We could hang out and Uncle D is really cool and well… it'd be fun!"

"I can't leave my mom, you know that!"

Billy swallowed. Mrs Gomez was… Well, she could be kinda nice, but… other times… There was a lot about her situation Billy Batson had not been able to understand, and when he'd looked at it with Captain Marvel's eyes, well. The bottom line was that she was sick and needed help that wasn't just Greg filching stuff to pawn off for cash so she could buy her "medicine".

"I know…" She isn't good for you; she's not a mom anymore. No way, Greg'd punch him in the face if he said anything like that. Billy hedged. "Maybe she could go to a hospital—"

"Like she'll go to rehab like some stupid actress, like she could actually just do that." Greg was really angry now, his eyes almost shooting sparks. "And then she'll be cured and we'll go buy a house in Hollywood!" he added. His voice was dripping with sarcasm. "Thanks, Billy, that's the hypest idea ever!"

It hadn't been that stupid a suggestion; Billy felt his face heat up under Greg's furious glare, but he pulled himself together, maybe if he explained calmly, Greg would actually start to listen.

"You don't have to be an actress to go to rehab, and maybe she really would—"

He didn't even get to finish his sentence; it was as if he'd stepped on a landmine. Greg practically exploded in his face.

"Man, just shut up, okay?" he shouted. "What do you know anyway? Your parents are dead!"

Billy flinched, the word still hurt. The truth of it still hurt.

Greg, though, continued undeterred. "And maybe they were the best parents ever and maybe you lived in an awesome house and had a shit ton of money and whatever, but, guess what? They're dead now and you don't have shit, and nobody gives a fuck about you! And that old guy? He's gonna get bored of you pretty damn soon and then he's gonna kick you to the curb, and when you come running back here then, I'm not even gonna bother with your stupid ass anymore, you got that?"

It had come out in one almost violent rush, the words quick and painful like slaps to the face. Billy didn't want to wait for what would come next; he jumped up and ran for the door, too hurt and angry to even look at Greg any longer.

On his way out, he stepped on something and felt it snap under the sole of his sneaker, but didn't even look down to see what it was. He just wanted out.

"Yeah, just fuck off, see if I care!" Greg called after him, his voice echoing in the empty, dark hallway.

Billy had left in a huff that day and now Greg was the one pouting, practically stomping ahead, his steps unnaturally loud on the wet asphalt.

Billy slunk along, feeling guilty, ashamed of his dry feet in the new sneakers his uncle had bought him.

He wanted to do something for Greg, to give him something, but he knew that if he offered anything, Greg would just get even more annoyed with him. He'd take it as Billy trying to brag with his new wealth.

It didn't use to be like that; before whoever had a few bucks extra would invite the other to a milkshake or something, no big deal.

Billy sighed. He hated this. He wanted things to be normal again; he wanted to be friends again. He hated this feeling, like there was a chasm between them.

"You know, this is your fault," Greg suddenly spoke up. He sounded sullen and really childish to Billy's ears.

"What?" As if he didn't already know where this was going.

"That it turned out like this. It's because you're such a wimp." Yup. Classic Greg. "And you really suck at fishing."

"Why are you so mean?" There was only so much abuse even Billy could take. Maybe Greg had had a bad day, maybe his mom had been in one of her bad moods, but still. Billy had a right to be angry, too. "The fishing was your stupid idea!" he said, stopping by the side of the empty road.

"It could have been fun, but you ruined it." Greg still took a few steps ahead, not even turning around to look Billy in the eye.

"Yeah, well, you didn't have to invite me!"

"I sure never will again!" That was probably true and it hurt.

"Fine! You know what? I only came along to do you a favor anyway!" There, he'd said it.

"I don't need your fucking favors!" Greg yelled it at the grey, shredded sky, and Billy could hear in his voice the anger and bitterness but also the sadness. Under all the fury, Greg was scared and alone – not that he'd ever admit it. But right now, Billy didn't want to think about that part. The part where Greg was a kid stuck in a horrible, unfair situation, because despite everything, he was a kid too, and he was scared too and he was hurt, and he'd only wanted to help Greg and be his friend, and why wasn't that enough?

"You know what, Greg?" he said, tears burning in his eyes, but he held them in 'cause if he cried, Greg would just call him a wimp again. "You stink!"

"Yeah, I do." Greg's voice was soft now, infinitely sad. "Because you left me to rot, Billy."

And with that Greg turned to face him and Billy saw that where his eyes should have been, two black holes gaped, maggots crawling over raw, red flesh that was oozing blood.

Fawcett City, 2:45

Billy screamed himself awake in his bed, blankets tightly wound around his body like a straight-jacket.

"It was just a dream," he said aloud into his otherwise completely silent bedroom. Usually that was enough to calm him down, just hearing his own voice and looking at the familiar surroundings, recognizing his belongings by their dark outlines.

Except that this time, this time, the room Uncle D had given him, that he'd greedily accepted, did nothing to put his mind at ease. Looking at it just made him sink deeper and deeper into maelstrom of guilt.

He'd left Greg alone to die – he'd abandoned his friend like it meant nothing – he'd never even told Greg about Captain Marvel because he'd been afraid Greg would just see him as an opportunity to make easy money, money that Greg had needed, money that could have saved his life.

Billy curled up on his bed, wrapping his arms around himself. He wanted to bury his face in his pillow, but he couldn't stand its clean detergent scent. Here he was, living the good life, lying in a soft bed in a room full of stuff he didn't even really need, and his friend was dead.

No more waiting. Today was the last day of school before spring break. He'd planned to go to the Watchtower after class, but… well, he was awake now, and there was no way he'd be able to go back to sleep anyway, so why not get it over with?

Billy hopped out of bed and said the wizard's name, hoping the thunder wouldn't wake Uncle Dudley, hoping whoever was on duty on the Watchtower wouldn't ask too many questions.

Watchtower, 3:02

When the computer announced Captain Marvel's arrival, Superman looked up from the monitor he'd been staring at for the last few hours. It had been a slow night so far, thankfully.

Originally, he'd wanted to help with the investigation, but Bruce had told him that there was nothing left for him to do. They had people down in Fawcett, watching the streets, they had people checking the shelters, asking around, and they had their police contacts helping them find out as much as possible about their side of the investigation.

Unable to sleep despite all that, Clark had volunteered for monitor duty, hoping that doing something would make him feel better.

He had not expected Captain Marvel to show up. If one man was supposed to be down in Fawcett City, elbow deep in the investigation, it was Fawcett City's favorite son. And yet…

He was here, walking into the monitor room, making a face as if he was suffering from a stomach ache. As he should be, Clark found himself thinking uncharitably.

He wasn't prone to blaming other heroes for crimes that happened in their cities, but Captain Marvel's obliviousness rubbed him the wrong way.

If only he stopped exuding his boyish charm for one minute and actually opened his eyes to what is going on around him…

As Marvel caught sight of him, Clark saw those big blue eyes grow that much bigger. His jaw set.

"Superman," Marvel said, clearly trying to sound friendly and not unpleasantly surprised, but, as usual, he was abysmal at faking it. Even without superhearing Clark could have picked up the tiny tremors in his voice.

"Captain Marvel," he replied, voice coldbreath-icy.

"There's something I wanted to ask you," Marvel sounded like a kid who knew he was already grounded asking his dad for permission to go to a party. It made Clark grit his teeth.

Captain Marvel was what? 25? He wasn't that much younger than Superman, and he was one of the few heroes who, in terms of strength, could go toe to toe with him, so why did he have to act like that?

"Ask," he said, leaning back in his chair and looking up at Marvel's flustered face.

"It's just that—" Marvel frowned and shook his head. "What I wanted to ask is—" He paused. "Um…"

It was unbearable.

"Any day now, Captain."

Marvel took a deep breath.

"Could you take me off the duty roster for next week, Sir?"

Just when he'd thought he couldn't possibly be more annoyed with the Captain, this happened. Clark stared the younger man down mercilessly, watched him squirm.

"I could," he said finally. "But let me ask you one thing, Captain."

Marvel looked at him like a deer in headlights.

"Don't worry, I don't want to know why you need the time off. Frankly, I don't care." It wasn't entirely true; he did care about his fellow heroes, but right now, Clark didn't have it in him to be the friendly Boy Scout.

Marvel was looking at him, looking hurt of all things. And he had no right to be hurt when kids in his city were murdered and he had nothing better to do than ask for a vacation.

"What I want to know is this," Superman said gravely, "do you want to be here, Captain?"

He didn't wait for a reply.

"Because if you don't, you can always leave. This isn't a prison, it's a choice," he said. "The people here want to fight for justice, and many of them lead double lives; they make sacrifices every day to be here. To help."

"But if you don't want to do this, take off that cape and live your life. It's no shame, Captain." He softened a little, seeing how stunned Marvel looked, as if it had never occurred to him that there were millions of people who weren't heroes.

Clark held his gaze, arriving at the point he was trying to make. "Because if you stay here, then this has to be your priority, this can't be second to anything else."

Marvel swallowed. He nodded. "I know that, Sir," he said, chastised.

Clark wondered if he truly did. "Good," he replied, although he didn't feel particularly good about their talk at all. "We'll speak about this in a week, then."

As he watched Marvel leave, he wondered if he had been wrong in voting for his acceptance into the League in the first place. People of magic could be… detached. And what did he really know about Marvel? Not much. Bruce had gone and checked his background and weaknesses like he always did, being Batman and notoriously distrusting.

But Clark, he trusted his gut. And his gut had told him that Marvel was one of the good guys. He still believed that. And yet…

Having been raised among people, having been raised a human, Clark liked to believe that that had made a difference for him, that, although he was Kryptonian, he was also part of the human race, not an outsider. He didn't see himself as a superior being.

His superpowers were a part of him, but not a part that separated him from the rest of humanity. Sometimes he almost felt like they brought him closer to the people around him, made him responsible for their safety.

And he could hear them, the people, all the time, even here in space, he could hear them calling for him, crying out to him.

Maybe that was the difference, Marvel didn't have super-hearing, his power came from the gods, and when had the gods ever been known for actually listening?

Fawcett City, 16:26

Billy had emptied his books out of his school backpack and was digging through his closet, all the while trying not to think about his conversation with Superman.

Or his conversation with Uncle D for that matter. He hadn't lied. That was the important part, right?

But he'd pretty much implied that he was going on a League Mission with the League. Which wasn't true at all. Uncle D trusted him, and he was using that trust.

To do good, he told himself.

Still, he'd promised to call every night – which had only made Uncle Dudley more suspicious, because why would Captain Marvel need to call him on the phone? Couldn't he just fly home? Billy had hedged and apologized and talked about how secret the mission was, and Uncle D had sighed and made him swear he was going to be careful.

Uncle D had hugged him then, really tightly, and Billy had realized that he was close to tears.

Better not think about it.

Finally he found what he'd been looking for, his old pair of sneakers, the ones he'd worn for more than two years, pretty much non-stop. He'd even slept in them sometimes.

They looked worse than he remembered. Holes were worn into the formerly white, now mud-brown- leather, the shoe laces didn't match, the left one having been replaced with an old piece of drawstring, and the soles were coming off under his toes. They were perfect.

He put them in a plastic bag and into the backpack with the other old clothes, he'd unearthed. They'd do. Billy zipped up his backpack and slung it over his shoulder.

Then, without another look at the things he was leaving behind, Billy Batson walked out of the door.