64 Chapter 64

Supergirl found the battle on the observation deck beginning to wind down; there were fewer Ultimen clones fighting, and the Leaguers had begun reporting that more parts of the station were being secured.

Still, she was worried; Ben hadn't checked in since he'd left. After making sure that she wasn't needed, she flew down to the reactor room.

"Ben, everything okay down here?" she looked around, but saw no sign of Ben. She did, however, see several shards of diamond littering the floor, which meant that Ben had to have been fighting here as Diamondhead. Then she looked around the room; throughout it, there were signs that Ben had been fighting. One part of the floor was melted, probably by Heatblast. Another corner had a Humongosaur-shaped dent. Supergirl's eyes went wide; what had Ben been fighting?

Her answer came when the battered form of Fourarms fell to the ground, only to be lifted up by the throat by… her clone!?

Just as Galatea picked up Fourarms, the red alien lost consciousness and turned back into Ben. She smirked; this was the being that had Cadmus so worried? She drew back her free hand to crush the human's skull, only to have two beams of heat-vision graze her arm, cutting her sleeve, but only giving her a slightly-painful burn.

"Put him down!" Yelled Supergirl, her eyes still glowing red.

Galatea shrugged. "Sure; I was pretty much done with him anyway." With a flick of her wrist, she sent Ben flying into a wall, where he fell with a groan.

At that moment, nothing else mattered to Supergirl but tearing apart this woman who'd hurt Ben, her Ben, but she quickly marshaled her rage. She'd spent every second of her training with the League mastering her emotions; she wasn't going to lose this fight because of her recklessness.

"What do you think you're doing?" she asked the clone.

Galatea gave a dark smile. "Oh, I'm about to set the reactor to overload and blow the Watchtower to bits." She took a fighting stance, the smile not leaving her face. "But what I'm hoping is that you'll be dumb enough to try and stop me."

Supergirl moved forward in a blur, using a serpentine pattern in hopes of confusing her opponent, but Galatea was easily able to dodge her punch, then sent a barrage of her own into Supergirl's face. The clone was relentless, never giving Supergirl an inch; every strike was followed by another, and each one hurt.

At one point, Galatea delivered several punches to Supergirl's stomach that left even the Kryptonian winded. As Supergirl fell to the floor, her clone's smile turned downright sadistic.

"Uh-oh," she said in mock-concern, as she lifted Supergirl up by her shoulders, "what's wrong, hero? Not strong enough? Maybe that's because I'm the real hero here. Your Justice League is a bunch of dangerous loose cannons, and I'm going to shut you down."

"Who do you think you're kidding?" asked Supergirl weakly, "You don't care about what the League does. Admit it; you just want to beat me."

Galatea snarled, and hurled her into a wall, then dive-bombed her feet-first into the ground. As the dust cleared, the clone lifted her up by her shirt.

"I've already beaten you," she declared, "but I'm going to make it last."

To her surprise, Supergirl laughed. "It's kind funny, in a sad sort of way. No matter how bad you beat me, I'll still be real, and you'll still be a clone."

Galatea's temper began to rise. "Shut up."

Supergirl's smile turned just as cruel as Galatea's had been earlier. "Deep down, you know the truth: you're not a person, you're just a weapon, grown out of one of Hamilton's Petri dishes."

"Shut up!" Galatea swung her fist as hard as she could.

No one insulted her father and lived.

…

Cadmus Headquarters

"He played me." Amanda Waller glared at the computer, General Eiling and Professor Hamilton at her sides. "I knew he was a snake and I still let him bite me."

She tapped a key, and a list of different supplies came up on the screen. "Luthor's recently had a lot of our new technology shipped to LexCorp. This is what he's stolen, Professor. Could he have taken over the Watchtower weapons system with that stuff?"

Hamilton looked over the list, his mind awhirl with possibilities. "Theoretically, yes, but that's the least of it." His eyes went wide with comprehension. "Good Lord, I think I know what he's planning to do!"

…

Watchtower

Ben slowly opened his eyes, but winced as even that tiny motion hurt. When he finally got his eyes open, he saw his girlfriend, her costume shredded and her body covered in injuries, getting the stuffing kicked out of her by her evil clone. Ignoring the pain as much as possible, Ben activated the Ultimatrix and slammed the dial down.

"SWAMPFIRE!" the plant-like alien immediately felt better, as his regenerative abilities were erasing his wounds. He ran towards Galatea and Supergirl, the latter of whom had just been slammed into the floor and had the former's leg holding her down. He put every ounce of strength he had into a punch, but it barely made the clone's head move back. Galatea put one fist through his chest and lifted him into the air.

"Pitiful, the both of you." Galatea heard her communicator beep, signaling that someone was trying to talk to her. She reached up with her free hand to activate it. "What?"

"The mission is scrubbed," said Amanda Waller, "do you hear me? Stand down and await further instructions."

Galatea threw Swampfire into a bank of computers, stunning him, even as he regenerated, then lifted Supergirl up to her face. "I'm not reading you," she lied, "can you repeat?"

"Don't do this, Galatea!" Waller yelled, "The mission's over! Call off the Ultimen! Do you hear me!? Call…" Waller never finished her sentence, because Galatea took out the earpiece and crushed it.

She looked at Supergirl and shrugged. "Wrong number." Then she knocked Supergirl into Swampfire, who was just starting to get up.

"Got any ideas?" Supergirl asked.

"Only one," said Swampfire, "but I'm going to need you to get behind me and not move from there until I transform back."

Supergirl was about to object, when she heard something in her boyfriend's tone that she'd never heard before.

Fear.

"Ben, what are you…"

"Just trust me; you don't want to see this."

Okay, thought Swampfire, as Supergirl went behind him, just to be clear, none of my attacks can hurt her. This is probably my only shot; let's hope it works.

"Here goes!" Swampfire slapped the Ultimatrix dial. In a flash of green light, he was replaced by a human-sized, ogre-like creature. He wasn't very impressive; he had pale, yellow-green skin, with stubby legs and long arms. Weed-like spines covered his forearms, and his hands ended in claws. He wore a pair of black briefs, which were connected by chains to armor that covered his upper torso, which had the Ultimatrix symbol on it, and neck. His head and face were completely covered by a steel, cage-shaped helmet, with two horns coming out of the sides. The only part of his face that was visible through the bars on the front were his eyes, which glowed a sinister shade of green.

"TOEPICK!" the alien's voice was a deep growl.

Galatea stared at the alien in front of her for a moment, then started to laugh. "What is that… that thing!?"

Toepick glared at the clone. "The only thing that I know of that might be able to stop a Kryptonian."

Galatea sneered. "By doing what, grossing me out?"

Toepick chuckled, a dark sound that sent shivers down even Galatea's spine. "Something like that."

Supergirl, meanwhile, eyed Toepick with suspicion; he didn't look all that impressive, but even Ben seemed afraid of what he could do. Just what was his power that was so terrible?

As if in answer, the front of Toepick's helmet began to open, and Galatea got a good look at what was behind it.

Horror. Sheer, unspeakable horror. Though she couldn't see it, Supergirl could still hear terrified screams, agonized wailing, roaring, unholy groans, hisses, and terrible, demonic laughter. Supergirl decided if that was what was only heard, then she would be better off never seeing Toepick's face.

Galatea wasn't so lucky. Even though she tried to look away, she couldn't; after a few seconds, she began to scream.

"AAAAAHHH! NOOOO! GET AWAY, GET AWAY, GET AWAY! AAAAAHHH! DON'T COME ANY CLOSER! AAAAAHHH!"

With every scream, Galatea began to change; her skin and hair became paper-white, and she fell to her knees. After a few more seconds of absolute terror, her eyes rolled back, and she fell to the ground. As soon as she did, Toepick tapped the Ultimatrix dial and turned back into Ben.

"Ugh," said Ben with a shudder, "I hate going Toepick."

Supergirl limped over to him. "Ben, what did you do?"

"That was Toepick; he's up there in the top ten most dangerous aliens in my universe. He can terrify anyone who looks at his face; plus, there can be some… unexpected side-effects."

Supergirl looked at the clone with her x-ray vision. When she reached her brain, she stepped back in shock.

"Ben… you put her in a coma."

Ben gave a low whistle. "That's never happened before." He turned back to Supergirl. "Are you okay?"

Supergirl nodded. "Yeah, I'm…" before she could finish her sentence, her knees buckled, and she was only saved from hitting the floor when Ben caught her, then wrapped her in a hug.

"I'm sorry you had to see that," Ben murmured, "it's not something I like doing."

Supergirl returned the hug as best as she could; normally, she'd be close to breaking Ben's spine at this point, but after that fight, she barely had the strength of a normal human.

"It's okay," she said, "if you had any other option, I'm sure you would have taken it." She would have said more, but she hissed in pain when she put weight on her foot. Ben noticed this and picked her up bridal-style, much to his girlfriend's embarrassment.

"Let's get you, Atom and Ship to the infirmary." Ben glanced at the fallen Galatea. "What about her?"

Supergirl shrugged. "We'll send her to Cadmus in a box later; right now, though, I'll be happy if I never see her again."

…

Though Ben wouldn't find out until later, Toepick's attack had done far more damage to the enemy than he thought. Somehow, likely through the mental connection that she'd had with her troops, the terror he'd given Galatea had spread to the Ultimen, putting them all into the same catatonic state, just as the power was finally restored.

The battle for the Watchtower was over.

…

LexCorp, Metropolis

Lex Luthor stepped away from his creation, in order to admire both it and his own genius. An android, nine feet tall and made of a silvery material, lay on a table.

"Now you're perfect," he said, "a perfect, superpowerful, immortal body; a suitable place for me to spend the rest of eternity."

He began to circle the android. "Ironic; years of plotting, hundreds of millions spent on Cadmus R & D projects, and none of it bore fruit. No, it's a lowly employee of LexCorp, Dr. Ivo, creator of Amazo, who we have to thank for my impending godhood."

"That was the last piece I needed." Luthor turned to find the speaker, Batman, standing behind him.

Luthor smiled. "Got it all figured out, have you?"

"When I went back to Ivo's office when the first Amazo left, I found a copy of the android's blueprints; however, I noticed that there was a file missing. There was more than one copy, wasn't there?" without waiting for an answer, Batman continued, "But you didn't have the technology to make an android of your own, did you? Ivo used up all of his resources to build Amazo; rare resources, that only a group like Cadmus would be able to supply you with. That's why you joined them, isn't it?"

Luthor shrugged. "What can I say? I plan ahead."

"All of this, just to give yourself superpowers?"

"And to ruin Superman's reputation, of course." Luthor's smile became even wider. "Imagine how sweet it will be when I save the world from menace of the Justice League. Now when I kill Superman, they'll build statues in my honor."

"Maybe next time." Batman hurled an explosive batarang at the android but, to his shock, Luthor caught it in his bare hand. The batarang exploded, but caused no visible damage.

Luthor glared at Batman. "That… was uncalled for."

He charged forward, and slammed a toolbox into the Dark Knight, sending him flying across the lab, then rushed at him to finish the job. Batman dodged the next blows, then sent a stream of teargas into Luthor's eyes. While he was blinded, Batman smashed him the face with a two-handed blow. When Luthor's eyes cleared, he grabbed Batman and threw him through and out the window. As he fell to street below, the Dark Knight tried to use his grappler to swing to safety, but the hook bounced off the wall.

He prepared himself for the end, when he felt a hand grab his arm.

…

Luthor was about to transfer his mind into the android, when he was interrupted yet again.

"Hey, Lex!" Luthor turned to see Amanda Waller, toting a very large gun. "That android is Cadmus property; you're gonna have to find somewhere else to keep your brain."

Waller fired a beam of white light from the gun, melting the android into a puddle of silver goo. The Cadmus director smiled mockingly.

"A nano-disassembler beam." Her tone was smug. "Your design, I believe."

Luthor's face twisted with rage. "Arrogant cow! It'll take weeks to build myself another android body!"

"You ain't got weeks, baldy." Waller pointed the gun at Luthor. "You're under arrest for trying to use the Justice League's space gun to murder everyone at Cadmus."

With a mad yell, Luthor charged, knocking the gun out of Waller's grasp and Waller into a door. As she slid to the floor, Luthor laughed.

"Did you really think you could take me down all by yourself?"

"Actually, yeah." Waller admitted, but then smiled. "But on the off-chance I might have been wrong…"

Luthor turned and saw, to his shock, all seven founding members of the Justice League.

"Ta-da!" Flash said with a smile.

Superman stepped forward. "It's over, Lex." There was no way for Luthor to beat all of them.

Luthor gritted his teeth. "Not until I-argh!"

Luthor gripped his head and moaned in pain; the moans became screams, as black cones burst from his back, black metal tentacles replaced his arms, metal replaced his legs, and his body began to grow. Finally, the flesh on his abdomen began to peel away, revealing a silver face, with three red circles appeared on his chest.

Luthor opened his mouth to speak, but it was not his voice that came out.

"I'd hoped to remain hidden until I could install myself into the android," the synthesized, chillingly familiar voice froze the Leaguers in their tracks, "but you forced my hand."

Superman uttered a single name.

"Brainiac…"