(Meanwhile, back in what's left of Metropolis, Supergirl is hover-pacing back and forth as Batman sits in his Batwing awaiting word.)

Batman: Cyborg, where's that signal disruptor?

Cyborg: (on intercom) Comin' at you. (Boom Tube opens to reveal Cyborg, who tosses a gun-like object to Batman) All you have to do is hit the trigger. But it only jams a local area. You need to get within arm's reach of Brainiac.

Supergirl: (cracking her knuckles) Good.

(A boom is heard in the sky. The three look up to see an arc of enegry fire its way directly to the Skull Ship, rendering its shields go down, leaving Brainiac vulnerable.)

Cyborg: (checking his arm-computer) They did it!  Shields are down!

S. S. Red: Alright Shinkengers. Let's go!

Decade: I'm going with you.

S. S. Red: The rest will help the others to fight off the Betas.

(Then they get into the ship. The Shinkengers fight off the Betas inside ship. As they manage to destroy the Betas, they approach the globes.)

Decade: These must be the cities Brainiac collected...

(Then Supergirl starts hearing voices.)

Supergirl: Voices... BILLIONS of them!

(Supergirl hears their screams for help.)

Supergirl: So many languages... (gasps)... the Kryptonians! (walks over to one globe and pulls it down) Kandor... Argo City... HOME! We have to help them!

Batman: I don't think we can...

Supergirl: There HAS to be a way...

(Suddenly some tendrils come in. Supergirl, Kamen Rider Decade, Super Soldier and the Shinkenger manage to destroy some, while Batman struggles to break free, but no avail. Shinken Red cuts the tendril wrapped around Batman. Unfortunately another tendril wraps around Supergirl, and Brainiac comes in along with the brainwashed Firestorm and Swamp Thing.)

Brainiac: Kara Zor-El.  Until recently, I had thought my collection of Krypton to be completed. Your capture will make it so. (to Firestorm and Swamp Thing) Show them the grave mistake they made!

(Brainiac walks away taking Supergirl while the remaining heroes have to face Firestorm and Swamp Thing.)

Batman: Firestorm! What happened to you?!

Firestorm: Brainiac unified our dueling minds. No longer divided, we think as one.

S. S. Pink: (to Batman) He's Your walking bomb. How do we get past him?

(Firestorm blasts plasma bolts at the heroes. As Batman leaps out of the way, Kamen Rider Decade runs to face him. But Firestorm dodges and grabs his ankle. Meanwhile, Shinken Green is subdued by Swamp Thing. The two Brainiac slave toss Kamen Rider Decade and Shinken Green against each other and they crumple to the floor.)

Decade: Swamp Thing, too?!

Firestorm: (landing beside Swamp Thing) Brainiac has unlocked the Green's power. He has mastered the Firestorm Matrix. All knowledge will be subsumed under his collection.

Batman: (pulling out a Batarang, to the others) To answer your question, THIS is how we get past him. (The heroes withdraw to keep an eye on Swamp Thing)

Firestorm: (incredulous) A Batarang?  Against a quantum vortex?! (Batman throws the Batarang, which Firestorm easily catches) Boron, Indium, Cadmium. (blinks) That was a...

Batman: Control rod! Perfect for stopping runaway fission!

(Having those kind of Batarangs helps immensely when you're a regular human facing a living atomic reactor.  And though Firestorm's minds are fused, they still don't work together very well. That and Batman's long years of combat experience put the Dark Knight ahead and puts Firestorm on cool-down.)

Batman: We'll get your minds right... I promise.

(Meanwhile, Kamen Rider Decade socks Swamp Thing right past Batman and to the floor. He then re-joins the group. Swamp Thing gets up and swats debris out of his way. Numerous Betas appear behind and the walk towards the group.)

S. S. Blue: You have a plan?

Batman: It's a work in progress. I might be able to restore them.

(Kamen Rider Decade switches to his Drive Mode and fires his pistols at the Betas, but they raise their hands and block the blasts. Batman runs around the Betas and bum-rushes Swamp Thing as Kamen Rider Decade drops his weapon down.)

Decade (Drive): THAT's new.

(Batman leaps over a pod thrown by Swamp Thing and kicks the Green's master in the mush. Swamp Thing swings back, but Batman dodges as the heroes join him again.)

Batman: Brainiac's adapting.

Swamp Thing: Adaptation is nature's way.

Batman: Quantity or difficulty?

Decade (Drive): (thinks...then answers) Difficulty. (Batman nods and goes along with the other heroes to keep the Betas busy)

Swamp Thing: Aboard this ship, the Green will live forever.

Decade (Drive): As a DIGITAL copy.  It won't be real!

Swamp Thing: ALL nature is data! It can be stored with no loss of fidelity.

Decade (Drive): That's Brainiac talking. Time to get him out of your head!

(Swamp Thing is powerful, no doubt about it. But Kamen Rider Decade is much, Much stronger.  And HE can switch from Rider to Rider, which gives him power to spare. And Swamp Thing gets the seaweed kicked out of him.)

Decade (Drive): The green needs a better guardian!

(The two heroes put Firestorm and Swamp Thing next to each other, the fallen Beta corpses all around. Batman then draws the disruptor and fires it at the two.)

Batman: It should disrupt their link with Brainiac.

S. S. Yellow: I hope it works.

Batman: (ceasing the disruptor and kneeling down) Jason? Professor Stein?

Firestorm: (groaning as he comes to) Yeah...yeah. We're both here. What happened?

Super Soldier: Brainiac added a third mind to your head.

Firestorm: Like we needed that.

Swamp Thing: (groaning and sitting up) What IS this place?!

Batman: Brainiac's Ship. Firestorm will get you back on terra firma. (To Firestorm) Report to Hal. He'll need help fighting Brainiac's suicide Betas.

Firestorm: (nods as Batman and his group continue) Sounds like a job for Firestorm. Good luck!

(As they go on, more Betas come in, only for a heat vision to destroy them. Then they see Superman.)

Batman: And I thought I could make an entrance.

Superman: Where's Kara?

S. S. Gold: Captured.  Somewhere onboard. (Superman turns away angry, as if wanting to tear the ship apart to find his cousin) We'll find her, but we only have less than 20 minutes before Brainiac's Betas scorch the Earth.

Superman: Why aren't the OTHERS here?

Decade (Drive): They're attacking the Betas... just in case we don't pull through.

Superman: (full of resolve) We will! (flies off to follow Batman and his group)

(A little later, the heroes find themselves in Brainiac's control chamber. However,...)

Batman: No Brainiac.  Where is he?

Superman: I don't know. (hovers and uses his X-Ray vision) The ship's walls are lined with lead.

(Suddenly, Dr. Fate's portal opens up and the helmed sorceror appears, now fully controlled by Nabu.)

Doctor Fate: Bruce Wayne and Mark Blitz of Earth... Kal-El of Krypton... Jaune Arc from Remnant... your battles echo across the universe. Your war has had consequences neither of you could foresee. The Chaos you spread is a cancer upon the cosmos!  Only Brainiac can establish order!

S. S. Red: He's mine! Keep searching for Brainiac.

S. S. Pink: Good luck, sweetie.

(The heroes resume their search while Jaune is face to face with Doctor Fate.)

Doctor Fate: You should have returned to Remnant when you had a chance!

S. S. Red: First, I am not an Arc anymore. Second, Earth is my home now.

(Jaune's no slouch in defense against magical arts; after all, he was trained to fight every threat, including magic. While Fate may be a supreme sorceror, his mind is still being torn between Nabu and Kent. This gives Jaune the chance he needs to make Fate fall the Helm of Nabu, falling off.)

S. S. Red: And third, I don't answer to the Lords of Order.

(Kent is on hands and knees, the Helm just within reach. But Batman picks the Helm up and hands it to Superman, who crushes it flat. As he drops the Helm, Kent comes to.)

Kent: The Lords of Order... their voices are gone.

Batman: It's over, Kent.

Kent: I'm sorry for attacking.  The Helm commanded me.

Superman: They can't command you anymore.

Kent: All of you have defied fate... courted chaos. But now, to see you working together again... you MUST keep order or the Lords will impose it.  If not through Brainiac, then...

(Before he can continue, a tendril thrusts through his body, much to the shock of the heroes. The tendril lifts Kent up as he screams in agony. The tendril then draws him into the ship, just like it did with Supergirl. From behind them appears Brainiac, hangin by tendrils.)

Brainiac: Even a magical being like Doctor Fate recognizes my superiority.  In time, the entire universe will adhere to my design.

Decade: Unless we stop you!

Brainiac: I offer nothing less than deliverance, Your environment is poisoned, your civilization has exhausted its resources. The Earth's decline cannot be reversed. (stands before the two)

S. S. Green: We'll find a way!

S. S. Blue: We always do!

(The heroes rush Brainiac and attack from all sides, but Brainiac deftly blocks and parries the punches, kicks, blasts and slashes. He then stands and lets his tendril fight ALL OF THEM at the same time.  Batman is picked up by the throat and Superman is pinned against the side of the ship. Batman's about to choke to death, but Brainiac then throws him aside as Superman flies towards him. Brainiac swats the Kryptonian away like a fly. Superman and Brainiac float towards each other... and Superman double axe-handles the robot to the ground.)

Brainiac: (standing and smiling) Earth's time is up.

Superman: Where's Kara?!

Brainiac: Being vivisected. She has already taught me much about the nature of your powers.

Superman: Allow me to give you a proper demonstration!

Brainiac: I match your strength!  YOU cannot match my intellect!  You are only a Kryptonian of which I have killed BILLIONS!

(And it's time for the MAIN EVENT!  And, yes, Brainiac IS the superior intellect. Not to mention he has home-field advantage as his SHIP can attack, too.  But, when faced with the destruction of his second home, Superman's strength CANNOT be denied. It's as close as close can be but, by sheer will and power, Superman puts Brainiac into sleep mode!)

Superman: (staggering a bit) That was for Krypton! (Batman, rubbing his neck, joins them) The attacks on the fleet are weakening him. I could feel him losing steam as we fought.

Batman: Good. Should make it easier to cut him off from the Betas.

(Batman draws the disruptor and fires it at Brainiac, who lies there as if not believing he lost.)

(Meanwhile Indigo destroys one of the Betas and then carries the weakened Supergirl.)

Supergirl: (weakly) Why are you helping me?

Indigo: Either this or let the earth die.

(Back to Batman and his group, Jaune communicates with Ben 10)

S. S. Red: This is Shinken Rex. Brainiac is down.

Ben 10: (on the comm) The disruptor worked! All the Betas are shutting down!

Super Soldier: (landing next to Batman) We did it! Now we find aunt Kara! (The ship then starts to lurch) What's happening?!

Decade: Brainiac's mind is the ships CPU. Apparently he doesn't have a backup system.

(Sure enough, the ship starts to fall from space, heading for a landing on Earth.)

Superman: If we crash, all the cities preserved onboard...

Batman: Destroyed.

????: I can restore them.

(Then they see Indigo.)

Decade: Indigo?

Indigo: Believe or not, I am still a Brainiac.

Decade: Indigo, wait!

Indigo: This ship is controlled by pure thought.

Decade: This could KILL you!

Indigo: This is my fate.

(Then Indigo jams the tendrils into her head and in her thoughts, she fights her predecessor's programming. The ship flies back up. Then Brainiac notices that Indigo betrayed him.)

Brainiac: Taking what's rightfully mine? TRAITOR!!

(Then a heat vision hits Brainiac. Then the heroes see Supergirl.)

Super Soldier: Aunt Kara.

Brainiac: You will regret that!!

(Brainiac extends his tendrils to tear Supergirl limb-from-limb.  Suddenly, a sword clashes with it. Super Shinken Red stands before him.)

Brainiac: You are persistent... but primitive theatrics cannot save you!

(Maybe not, but the fact that Brainiac is still weakened from his fight with Superman helps Jaune immensely... not to mention the blast by Supergirl. Still, it's a rather tight fight; even a weakened Brainiac is pretty strong. Super Shinken Red uses his wit and weapons to put Brainiac down... again!)

S. S. Red: Like you said, I'm persistent.

(Indigo manages to restore all cities.)

Indigo: All cities are restored. Everyone is safe.

Decade: Thank you, Indigo.

(Then the other heroes come in)

Blade: You guys did well. Earth is safe.

Superman: Not yet.

S. S. Red: Huh?

Superman: As long as Brainiac lives, the earth will not be safe!

Aquaman: Brainiac's existence puts everyone in risk.

Wonder Woman: Brainiac is no different than the Joker. If you have...

Batman: It's never that simple.

Superman: Yes, it is. Why do you refuse to understand that some lives must be taken?

(Batman slices the dagger across Superman's chest... and he BLEEDS!  He groans and hits the floor in pain. He sees his bloody glove... his own blood...)

Superman: My powers?!  How did you...?!?

Batman: Gold Kryptonite... courtesy of Firestorm.

Wonder Woman: Get up, Kal!

Batman: Stay down! Enough exposure and you'll be de-powered permanently!

Superman: This madness has to end, Bruce!

(To be continued)