The giant skull ship now flew over Metropolis sending out androids to scout out the place and start collecting people. Each of the X-men when with a JAL member to fight off the androids for the other heroes to get inside Brainiac's ship.

"Come on, this way!" Ironhide said as he transforms into his truck mode and they hop in.

Ironhide drives through the explosions as the heroes fought back against the Androids.

"We're almost there!" Cole shouts.

Storm creates a tornado to whip away the robots as the Hulk smashed his way through.

Wolverine and Beast were with Flash, Green Arrow, Supergirl, White Canary, Venom, Spider-Man, Vibe, Ironhide, the Bad Guys, Neltharion, Jay, Zane, Kai, Cole, and Orgrim Doomhammer as they now stood together as they found Brainiac's androids.

"Together!" Green Arrow said as they all charged into battle.

"We need to get up there!" White Canary said as she threw shirukens at the androids.

One android then threw a chunk of rubble at Shark, Piranha, Vibe and White Canary.

"LOOK OUT!!!!" Logan shouts.

Shark shields Piranha, Vibe, and White Canary only to see a hammerhead Shark warrior slash through the rubble. He then turns to the heroes for Shark to instantly recognize him.

"Ripper?!" Shark said surprise.

"Hey, cousin. Go! I'll help the other heroes." Ripper said as he charges into battle.

"Come on!" Spider-Man said as he whips a bunch of androids.

After making their way through the battlefield, they were now right under the ship.

"Ironhide and Vibe, can you breach us up there?" Orgrim Doomhammer asked.

"Here goes nothing." Vibe and Ironhide said in unison as they opened a breach together.

They were now on his ship in a hall. They begin to run around looking for a way to the center control when they were grabbed by tentacles to a green and sliver looking android.

"Is that..." Logan said.

"Brainiac." Supergirl said in hate.

"You dare come aboard my ship?! Fine! Makes it easier to catch you and add you to my collection." Brainiac said.

Wolverine slashed at his claws as they begin to break free and fight the Android. The Bad Guys and the Ninja got smacked away from the team.

"Guys... GO! We'll hold him off!" Venom shouts as he goes berserk on the alien android. The Bad Guys and Ninja then leave.

"A Symbiote... interesting. You will go great with my collection." Brainiac said as he whipped him to fall on Beast and Supergirl.

The Bad Guys and the Ninja were now finally at the control center of the ship.

"Whoa... that's one impressive computer." Jay said in awe.

"So how do we reprogram this?" Drago asked.

"Leave that to me." Webs said as she cracked her knuckles. She then began to hack her way into the system.

Wolverine gets thrown to Brainiac who tackles the Android stabbing him with his blades.

"How's that bub!" Wolverine grinned only to be blasted away.

"GAH! He's blocking me out! He knows I'm in his system." Webs said as she hacks harder.

"You can do this babe!" Piranha said to her.

"I am Neltharion! Protector of Earth! You will not harm anyone as long as I breathe!" Neltharion roared as he attacks Brainiac.

"A dragon of your kind will do perfect in my collection." Brainiac said.

"This is our world! It will not be added to your collection!" Neltharion shouts unleashing a blaze of fire at the android.

"Hurry Webs! His shrinking ray is about to activate!" Jay panicked.

"Yelling won't help!" Webs said as she pushes harder on hacking.

She finally was able to unleash a virus into his system to keep him out while she redirected the ship's navigation system.

"Wah-Bam!" Webs said as she punched in the last coordinates.

"Done! Now we can leave!" Webs said hopping back on Shark's shoulder.

The Bad Guys and the Ninja were now running to find Vibe and the others. They then clashed against each other.

"Guys! You're alive!" Barry said.

"Was there any doubt?" Hyena laughed.

"The ship has now been set to fly to the other side of the galaxy, so we should leave." Webs said.

"Agreed!" Ironhide said as he opened a breach. They hop through as they landed on a building's top.

They turn to see the ship change course and flew off into hyperspace jump drive. Everyone cheered as they won against the Android.