Smoke and flame bit at the lungs of the young teenagers that darted from place to place throughout the chaos that had only moments ago been the United Planets Assembly. Entire tiers of sentients were collapsing, the ceiling was crumbling, the floor was erutpting and panic gripped everyone. Everyone but Colossal Boy, whose massive hands caught two of the tiers and laid them to the side as the inhabitants scrambled to safety anywhere they could find it. Beside him, on the ground, dwarfed by the young man's foot, Cosmic Boy's magnetic power held the stairs together on two of the upper levels as Princess Projectra and Saturn Girl helped the people from their seats and down them to safety.

Saturn Girl used her powers on a larger scale than usual, calming and sedating those that needed the extra calm to think clear enough to save themselves. She was trying, in this effort to prevent rioting and possibly the injury of others.

Shadow Lass and Element Lad helped people into waiting transports as Star Boy and Light Lass did the same, helping children stay with parents and the like. All around the quartet, pieces of the infrastructure of the meeting building rained down around them. Above them, Sun Boy and Ultra Boy tried desperately to deflect the larger chunks from crushing those below. Fear and anxiety had little time to settle into any of them, but it should have. This was possibly the prelude to the end of the universe...

Dream Girl awoke with a start and the vision clearly in her head.

She slipped from the scented sheets and went to a nearby dressing table. In the ovaled mirror, she saw her reflection, paler than usual and shaking slightly. This time, the vision was more detailed, more horrible than the last time and as she struggled to steady herself, she knew that it wasn't far in the future that this vision would come true.

The huge starship lumbered through space at an alarming speed, its destination clear. Aboard it, the Majestrix of the Shi'ar Empire sat in the command chair on its bridge. Her keen eyes saw the object of their 'desire'. It spun quietly in the sea of ebony, its two moons circling it. Like a jewel, it glittered. It would be the jewel in the crown of the Empire. The Shi'ar homeworld had been destroyed but with the acquisition of this universe, this world would soon be a fitting replacement. It was ripe and ready for plundering. As they approached, the Majestrix smiled widely and gave the order to settle into high orbit and cloak the ship. The order was followed immediately and as it was so, she leaned forward in her command chair and whispered the name of their new home....

"Orando."

Karate Kid and Star Boy were lowering the last of the girders to the ground. Thom had fixed the anti-grav lift and it was now piloted by Val. The workmen on the site had been set back more than two months by the attack by the Imperial Guard. The new conference structure here on Ganlan was to house the government officials during their stay here and had to be done to the proverbial letter.

"What exactly was stolen?" Star Boy asked the foreman as the two of them continued along the infrastructure.

"Some duranium and several pallets of frestian," the orange-skinned humanoid said, his bulging, round eyes of a deep amber color shimmering in the pale yellow light of the work lights. "We can't figure it out. These are both materials used in support structures to reinforce only. In small quantities, the materials are extremely strong but the larger the quantity, the more malleable and weaker they get. It doesn't make any sense."

"They why did you have such a quantity?" Star Boy asked, stepping into the lift with the slightly taller foreman.

"We make the rivets and connecting fixtures we use from them. We prefer to do it ourselves rather than rely on others' idea of quality junctioning items," he said, proudly.

"I see. That must require some effort."

"Anything worth doing is worth doing correctly, is it not?"

"Point taken."

On the ground, the two were released from the lift with a small hiss. As they disembarked, they saw the other Legionnaires involved in helping the work crew. Light Lass was floating what was easily four to six tons of girders to the third floor of the structure, Wildfire was already there, welding some of the upper girders together. Karate Kid was bringing the twisted and ruined girders around to a large melting facility. Ultra Boy had taken to driving rivets...with his bare hands.

"We want to thank you for your help, Legionnaire," the foreman said, extending a three-fingered hand. "We might be behind, but your help will do a lot to get us back on schedule," he finished with a smile.

"Not a problem," Star Boy said, returning the smile.

In the back of his head, he pondered this newest mystery. It made no sense. With what Brainiac 5 had been able to find out about these Imperials, they were miles ahead of some aspects of technology here and what they didn't possess, they had equivalents that would more than suffice. It made no sense to steal from "inferiors". It also made no sense to steal a metal like frestian, which was used SOLELY for making rivets and nails. What was the point of that theft? Did it have a point and if it did, would they be able to figure it out before the Guard struck in full force?

"How's the hand?" Shadow Lass asked her fellow Legion mate.

"Still a little sore," Colossal Boy said with a grimace.

He shut down the terminal he was at and stood. He pulled the front of his uniform down and shifted the rather bulky harness he wore. Regarding the Talokian woman, he let a trademark smile form on his lips. It communicated the feelings he sometimes couldn't. That expression-filled face was a quality of Gim Allon that was appreciated and often taken for granted. He liked to think that it was a legacy of his family. That same smile had soothed his own soul when he had seen it from his mother and grandfather.

"Are you both still speaking to me?" Sun Boy said from the door to the small room the three of them now stood fully in.

"NO!" Shadow Lass and Colossal Boy said in unison, turning on their teammate. The mock-angered expressions set firmly on both faces.

"I came to make peace," Dirk Morgna said, pulling two small daisies from behind his back. "Forgive me?"

Colossal Boy grew to about double his normal size and took one of the flowers. He sniffed it dramatically and regarded the slightly stunned Sun Boy. "For 'little ol' me'?" he said, jokingly. "You shouldn't have, sugah!"

"Goof-ball!" Sun Boy said. "You have been hanging out WAY too much at the Legion Academy. Dann-El is starting to rub off on you."

"She's a pretty sweet girl," Colossal Boy said, returning to normal height. "Too bad she and Lamprey don't get along."

"Lamprey is extremely focused," Shadow Lass pointed out. "She and Dann-El do not see eye to eye for that reason. The Earth-girl is too...flighty."

"She's just imaginative," Colossal Boy maintained. "The new recruits all are. Todd is a writer, 'Rith graduated with a degree in Writing under my mother, and SteveZ was an accomplished writer in his time."

"They're ALL from the 20th century," Sun Boy commented. "Writing has changed a bit and so have the times. I hope they'll be able to survive here since there isn't really a way to send them back. Their altered physiology gave them thier powers but it also trapped them here. We can't send them home with a time-bubble because of it."

"From what Laurel said this morning," Gim Allon said. "They're adjusting alright. 'Rith wasn't the only one to go to college here. Dark Mark finished soon after her."

"WHERE do they get these names?" Shadow Lass asked with a smile.

"Who knows...SHADOW Lass," Colossal Boy said, his smile widening.

"I came to see if the two of you would like to go to dinner with me while we still have time to enjoy it," Sun Boy said.

"I accept," Shadow Lass said, taking Dirk's arm as he offered.

"Star City," Colossal Boy said, taking the man's other arm and pulling them both with him. "You're paying!"

"Is the weapon ready?" the captain asked, swiveling in his command chair.

"The weapon is prepared," the person at the conn reported, his hands confirming his report as they punched up the schematics. "Sir, if we are to generate the proper amount of needed energy, we will not be able to return to our home dimension."

"That is correct," the captain said, emotion gone from his voice.

"Sir?"

"We knew this was a one-way mision," the captain said, hitting the firing mechanism on his command console. "For the glory of the Empire!"

A blinding colum of energy originated in the bowels of the massive ship. Power reserves throughout the ship groaned with the stress. The solar sails drew in the energy of the crimson sun. At the ship's core, fitted into a specially designed fixture was the multi-faceted jewel of Ekron they'd acquired. It multiplied the energy four times over and the emission built so in intensity that as it was discharged, it destroyed both the machine that directed it and the ship that contained the machine.

The beam itself hit a scarlet and cerulean globe just inside the first ring of orbit around the crimson star at the center of the six-planet solar system. It struck the planet's core and in mere seconds, supperheated the planet's core to disasterous proportions. The surface cracked, fractured into smaller sections and shattered. Large chunks were splintered almost instantly by the residual energy discharge. The remains of the ship joined in the swirling maelstrom that had only seconds ago housed billions. The once-thriving planet had been ground into dust by the awesome might of the Shi'ar Empire.

"The monitor board is going crazy, Cos," Chuck Taine said into the intercom.

Rokk Krinn pulled on the fuscia and black costume he wore. He acknowledged the frantic tone in Bouncing Boy's voice and assured him that he would be there in a moment. He really didn't need another crisis at this point. He'd had his share in his life and he'd been alright but this was perhaps the biggest he'd faced. THIS crisis was a bit beyond the scope he'd envisioned himself being able to handle.

Taking a minute, Cosmic Boy stretched a hand out to the box of metallic dust on his desk. The small particles of inertron rose into the air at his command. They meshed together around his hand, forming a glove, interweaving themselves around one another, their atoms stretching, merging and reforming within one another. Cosmic Boy relaxed his power and flexed the fingers of his new glove. They moved a bit stiffly and he decided to keep it. It may not be perfect, but that was the purpose of this experiment. If he could construct an entire uniform in this way, it would provide better protection in battle.

He regarded the portrait of his family that hung on his wall and smiled at it...in his head, smiling at the real people behind the facsimile he'd painted. He missed them intensely. Especially Pol. So young and full of ideas and dreams...like he had been at that age and how, secretly, he was now.

In the hallway, the winged figure of Dawnstar met him. Cosmic Boy noticed the slightly purplish welt beneath her left eye but didn't act as if he had.

He knew she and Dream Girl had had another altercation. He chose prudence and didn't comment. She fell in step with him and the two were soon in the Mission Monitor Room, witnessing a frantic Bouncing Boy answering calls from all over the United Planets. As Cosmic Boy surveyed the large board, now broken up into smaller sections, he saw large waves of water crashing against the beaches of Ventura, tornados tearing across the rich farmlands of Gragass VI and, strangely, an asteroid field. Over the din of voices, Cosmic Boy inquired about that particular view and why it was being observed. Chuck Taine swiveled in his chair, facing the Legion Leader.

"That's not an asteroid belt, or at least it wasn't," Chuck said.

Cosmic Boy took in the coordinates that registerd at the side of the console. His stomach plummeted as they registered sickly to him. He barely found the breath needed to express his bewilderment and shock. He asked the question that was on both he and Dawnstar's mind.

"What is that?"

"That USED to be Daxam. It was destroyed by an unknown source."

"Destroyed?" Dawnstar said, breathlessly. "By the Great One...."

"Are you possitive?" Cosmic Boy asked, hoping he was somehow wrong.

"Yes. The worst part is, most all of the planet's populace was present for a celebration. As far as I can calculate without Brainiac 5's help," Chuck said gravely "there are only sixteen Daxamites left in the entire universe; one of which is Mon-El."

"Provided he's still alive." Dawnstar said, matching his tone exactly.

"Soon, you will join us," Mentor said to the encased figure that was suspended easily twelve feet into the air above his laboratory floor. "Poor Astra got careless. Hopefully, this will be a mistake you will not repeat or you will repeat her demise."

In the tube, the young woman's face had begun to pale. Her hair was tinged with red, streaks of dark black appearing. The same hair was growing in tufts along the inside of her lower arm and along the insides of her calves. The fluid that filled the tube hastened the transformation but did nothing to hinder breathing.

"Now, Oracle," Mentor said, turning to the telepath.

Like a monsterous scythe, Oracle cleaved open the mind of the young woman and destroyed the first memory. It had manifested itself as a giant "L". It was the dominant presence in the field of memory that Oracle now stood on. The familiar double bladed axe was gripped firmly and in seconds, Oracle had reduced the "L" to nothing. Proceeding, the alien woman encountered a stone statue that she recognized as the Legionnaire, Saturn Girl. Smiling, Oracle gleefully destroyed the statue and with it, the miniscule psychic resolves taught to the girl by her fellow Legionnaire.

"Weakling," Oracle said, stepping into an inky black sea. In the center was an island. A golden island ringed in the same black that she know stood in. A face...a woman...obviously a close friend. A swing of the axe removed this face and the memory of the person it represented from existance.

On and on, Oracle went, destroying memory after memory. Remnants of childhood, adolescence, adulthood and all the peripheral things that accompanied them were wiped clean. As she emerged from the mind of the captured Legionnaire, Oracle was secure in the knowledge that the woman who had been Phantom Girl was no more and the girl who had been Tinya Wazzo was wide open to recieve her new identity as Astra.

Oracle turned to Mentor. He smiled at her efficiency. She and he were two of only five original Imperial Guardsmen and he'd seen this procedure done many times. She had never left the chair she sat in, but was perspiring as if she'd physically done the work she'd done mentally. He began the filling of the young woman's mind with the history of Astra and her mission in the service of the Empire.

Something had to be wrong with his instrument, Brainiac 5 thought as he redid the last hundred thousand calculations. He reran them a third time before processing the information into a larger computer terminal. It would take the terminal seven point two hours to compute the data, the Coluan thought as he finished the computations to another problem he'd been mentally working on. He realigned the microscopic lens that he'd been using and took another look at the sample of Mon-El's cloak he had retrieved from the last location of the Daxamite.

The cloth was incredibly dense, as were all of Mon-El's clothing. Its fibers were replicated from those worn by Superman. They didn't have the same indestructable qualities but they were incredibly hard to tear. This was the main source of concern as Brainiac 5 formulated a hypothesis as to why they were torn the way they were. It was virtually impossible for someone with normal strength to rip through them like this. If what he was looking at was correct, the Imperial Guard had a version of Mon-El that was almost equal if not a bit above their own. This suddenly became a priority. They wouldn't last long against something possessed of that much power and he knew it.

The lab was bathed in a crimson light as Brainiac hit a switch to his right. He felt the slight difference as the radiation in the lab was changed from virtually harmless to the red-sun radiation that inhibited the Daxamite genes that housed the fabulous powers inherent to them. He performed a simple experiment and the results horrified him. He returned the lab to its original state and went to a small work station. He confirmed his findings.

Gladiator was not a copy of Mon-El in the same sense that Electron had been a copy of Cosmic Boy. He was unique. He was "one-of-a-kind" to coin a phrase of Karate Kid's. There was no substance like lead or kryptonite that could weaken him. He was supremely powerful and most likely a match for Mon-El AND Ultra Boy together. This discovery shifted the calculations he'd made earlier far into the negative. They would be facing a powerhouse of huge proportions in Gladiator but to add Smasher to the list....

"There is only one option," Brainiac 5 said resolutely. "I had hoped it wouldn't come to this. According to all counts, this is a fate I wouldn't wish on anyone."

President Tiril and his two aides strode along the long corridor flanked by Legionnaires. Dream Girl and Timber Wolf walked to his right, Princess Projectra and Mon-El walked to his left. Behind him, Chameleon Boy brought up the rear. The group continued into a large hall and an assembly of people.

Tiril's press personnel surrounded him immediately. He stepped to a podium and extended his arms. The room began to grow silent. Humanoids of every kind settled into quiet and regarded both one another and the President, waiting for his first words.

"Citizens of the United Planets," he said, grandly. "I am here as a representative of you all to assure you that the attacks of the Imperial Guard throughout our galaxy will be a short-lived endeavor. I am backed, as you can see, by the Legion in this matter."

"But so far, they've proved ineffective!" came a voice from the audience.

"How can they protect an entire universe from a galactic threat?" came another.

"The same way they've done before," Tiril insisted. "This is no different than the Khund/Earth war, the Shadow Wars..."

"Except the loss of life has already begun," came a harsh trilling voice. "Vangrat is not so easy to forget, nor is the recent destruction of Daxam."

Behind him, Mon-El flinched at the mention of his homeworld. Projectra put a hand to his arm, comforting and supportive should he need it. Behind them, Dream Girl and Chameleon Boy surveyed the crowd. The Naltorian beauty's eyes noticed every face of dissention, every movement of uncomfort. These unspoken actions spoke volumes.

"Do you think this was really the smart thing to do?" Timber Wolf whispered.

"This holo-cast is going out all over the universe," Nura whispered back. "If the Imperial Guard is watching, they're going to be more than a little thrown off."

"But what if something happens and we need the REAL Mon-El not one of Jeckie's illusions?" Timber Wolf protested.

"Then, we'll get to that when it happens." Dream Girl returned, annoyed.

As President Tiril was about to continue, an explosive "BOOM" echoed through the hall. The north wall to the enclosure cracked from floor to ceiling and began falling to the floor in large chunks. The decorative tile that lined the top fell like rain on the inhabitants of the box seats beneath it, who scrambled for the exit. Particles of dust and debris formed a thick cloud as the wall collapsed almost entirely.

Pandemonium ensued as the floor of the assembly hall was alive with screaming alien beings and humanoids running in every direction. The cloud of dust began to settle and in the ruined construct's place stood four beings. One, a wrinkled gray being with an extended head and spindled arms and legs, the one to his right a very familiar, very brilliantly flaming man. Beside him, a woman in a white bodysuit and black cloak with a gold lining and finally, a strange looking girl barely out of her teens, it appeared. She was pale with jet-black hair held from her forehead by an ornate headpiece. She wore a bodysuit of pale green with varying black designs on the chest and the wrists.

"You were saying about something happening?" Timber Wolf said mockingly.

"Shut...up," Dream Girl retorted.

"Starbolt..." Projectra moaned. "Why him, again?"

"Sir, if you'll come with us," Mon-El said, stepping toward the President with Chameleon Boy following him. "We'll get you to safety."

"Smart thinking," Dream Girl said, when the President and his staff had followed Projectra's illusionary Legionnaires.

"But that just leaves us to fight them," Projectra said, gravely. "Not the best odds."

"Two women and a freak!" Starbolt said, taking to the air, setting the carpet below him aflame with his power, trying to scortch as many people as possible. "They'll fall like Faltarian wheat beneath our power!"

Timber Wolf bounded onto the podium and launched himself into the air, somersaulting several times without the aid of his flight ring and hitting Starbolt squarely in the chest, activating his flight ring at exactly the second of contact to use his momentum to his advantage. This manuever brought them both smashing into the west wall of the room. Timber Wolf vaulted from the figure as the Imperial slid to the ground. He was dazed, but still conscious. Calling on his reflexes, Brin Londo backflipped, solidly impacting the flaming monstrosity's jaw with both feet. Regaining his footing, a solid right hook put Starbolt out for the count.

"Now, who's a freak, pal?" Timber Wolf said, turning his attention to the others.

The room had cleared rather quickly. Projectra and Dream Girl stood side by side on the floor. They'd jumped from the raised stage and were now on equal footing with the Imperials that converged on them. The two women were pictures of confidence.

"Do nothing," Projectra said quietly to her companion. "We need a way of gauging these new elements and their abilites."

"I'm rooted to the spot, Princess."

"What is the meaning of this attack?" Projectra shouted.

"Aquissition," the small gray creature said, raising his hands.

The ground itself shook violently and began to rise in odd places all over the room. The clattering of cutlery, dishes, furnishings and such were everywhere. It was at this moment that Timber Wolf chose his target and vaulted toward the creature. If he'd been only micro-seconds sooner, he'd have avoided the rockwall that was suddenly erected in his path.

He slammed painfully into the jagged rock spike but was on his feet soon after, and dodged the second and third. He was closing on the creature, who had stepped from the company of the females at his side. He launched himself into the air again and was clearing another rocky barrage as he caught the slight change on the face of the thing. The confident look was replaced by one of momentary fear and then the look of someone who'd gone too far.

This was the last look that registered on the creature's face just seconds before Timber Wolf's fist connected with it and it joined Starbolt in unconsciousness.

"VILE ONE!" the woman who'd stood with Earthquake said, turning on Timber Wolf, her arms stretched out to her side, the cloak she wore following suit.

A blinding light radiated from her body and was amplified ten times over by the gold lining of the cape she wore. It shot from her body and impacted Timber Wolf, slamming him into the same wall Starbolt now lay at the foot of. He collided with the same "THUD" and in moments, the Legionnaire shared the current state of the Imperial Guardsman he'd felled.

Projectra gestured grandly and the room shifted once.

"Manta!" the teen-aged girl said, her voice shaking and nervous. "What happened?"

Around them, the room was no more. They stood in a plaza. The same plaza that the Imperial Guard had been transported into only moments ago. From where they stood, Manta and the young girl could see the shattered wall and the small assembly hall that had been their destination. The cloaked figure turned to the smaller girl and said something in a language only they understood. The other girl seemingly vanished as Manta took to the sky.

Projectra made a sweeping motion with her cape, appearing to vanish as the material covered her. Manta had been flying toward her and when she no longer appeared, the Imperial turned upward, thinking to get a better view and anticipate where Projectra might reappear. She never got the chance, however, as to her right, the figure of Dream Girl appeared. With reflexes that amazed both women, Dream Girl swung a balled fist toward the face of the Imperial and the movement was avoided.

"What?" Dream Girl said, understandibly bewildered. She had learned that move from Karate Kid and it had always worked. She didn't get the chance to think more about it as the same blinding light as before radiated from Manta, connected with her chest and she was thrown into a wall.

As Manta looked on, Dream Girl seemed to hit an invisible block. She was thrust quite a distance backward, but not the distance it appeared they were from the wall of the assembly hall. The hall was easily one hundred yards away but the woman's body hit something maybe six to seven feet away and fell to the ground. Something was not right, she thought.

"Miss me?" Projectra said from behind the alien.

As Manta turned, the Princess' elbow connected with the center of Manta's face, sending the Imperial staggering. The illusion faded then and the two women stood on the floor of the assembly hall. Projectra allowed no quarter as she advanced on Manta, who stood and regarded her shakily. Manta's body began to glow and as she released the radiant beam, Projectra's hand swung down and brought a gleaming silver tray back up, deflecting enough of the beam back at the source to bring Manta to the ground, more than a bit dazed. Projectra brought the flat side of the tray around and it connected with the Imperial's head with a "CLANG" that resounded throughout the room.

It took mere seconds for Projectra to regain her equalibrium to see a small gnat-like thing flying in her direction. Her mind acted quicker than she even thought possible. The Guard were copies of the Legion...the girl had disappeared...no....SHRUNK...like Violet...She swung the tray again and the figure of the young girl appeared, gaining mass as her unconscious body flew through the air. It landed a few feet from the Princess, who dropped the silver tray to the floor with a clattering sound.

"Damn!" Projectra cursed, noticing the huge crack in the otherwise perfectly manicured fingernail of her index finger.

It had been a week since Starbolt and the others had been captured and held in the detention cells of the Legion Headquarters. Brainiac 5 had run test after test on them all and to really no avail. They told him nothing more than what he already knew. They offered no insight, no true advantage and no shred of anything that would allow him to come up with an alternative to his original plan...a plan he told no one about. It would be a last resort.

He closed the top of the hand-held scanner and was about to leave when Saturn Girl met him at the door. He regarded her curiously and was about to ask what she was doing here when he thought better about it. He nodded and left the room as the Titan native came fully inside. She keyed the door and entered a code that prevented those on the outside from entering until she released the door.

"You may have been able to keep Brainiac 5 out, monsters," she said aloud. "But you won't keep me out."

In the time it took her to complete the sentence, Saturn Girl's mental abilities had allowed her entrance into the minds of the four captives that inhabited the stasis cubes that lined the wall. It was mere child's play for someone of her accomplished mental skill to peel past the minute mental defenses she found and delve deeply into their minds.

Starbolt's mind was a jumble of abuse, torture, cruelty and sadism. He was as black as he was hot. Very little, if any remorse and even fewer redeeming qualities. Earthquake was more alien than she had originally thought. She could acquire no information of him or anything else, as his language was unknown to her as was the translation. It was not in the maelstrom of Manta's mind that she found answers, either...but in that of the one called...Virus.

As Saturn Girl probed...she saw a world that was vaguely familiar to her. She saw a planet of small people...she saw a face, a series of familiar visions and finally...the one thing that made her flee from this mind in confusion and bewildered horror.

"Leave it to you guys to be so petty!" Ultra Boy said, flying directly toward the hulking woman with the armored black box that was recently pilfered from the ruined transport ship that lay smoking behind her. "The universe is in danger of being invaded and you freaks are looting!"

"Yeah, yeah, yeah!" the woman said, putting the box under one arm and taking a ragged piece of what had once been the ship's nose cone and hurling it toward the oncoming Legionnaire.

As he caught the metal with ease, Ultra Boy was bathed in deadly radiation. It seeped into his skin and for the slightest of moments, caused a discomfort that he'd known only once in his life...the day he'd gotten his ultra-powers. He turned in mid-air to see the bald form of a man clothed in dark purple and bright green. His hands were still glowing from his attack but the glow intensified as his body charged itself for another attack.

"Naughty, naughty!" Element Lad said, swooping from behind and aiming his element-altering powers at the surprised form of Radiation Roy.

Around the shocked figure, a thin layer of metal began to form. In seconds, the lower body of the crook was encased in inertron. Using his flight ring to compensate for the added weight, Element Lad sent the metallically clad figure into the magnetic stream Magno Lad had established to bring the transport's cargo to him. It had been light cases filled with precious jewels. The stream of magnetic waves grabbed the larger form quickly and before it could register to Magno Lad truly what had happened, Radiation Roy's metallic body had collided with his own, throwing them both into the waiting stasis field set up by Dawnstar.

"We really didn't need this, today," Ultra Boy said, throwing the unconscious form of Titania into the field alongside the others. "These petty thieveries over the past couple of days by the pettiest of villains are annoying, at best."

Dawnstar noticed the edge in Ultra Boy's voice. It wasn't the fatigue of battle, nor the annoyance at minor skirmishes with minor villains that was at the heart of his tone. As he walked back toward the waiting Legion cruiser, she directed the stasis compartment in the same direction. She was joined by Element Lad, who voiced her concern.

"He's worried about Phantom Girl," the young Trommite said.

"As are we all, Element Lad," she returned. "As are we all."

"Is the strike team assembled?" Lilandra asked, turning to face the Praetor of the Imperial Guard. She was a regal form that commanded fear and respect in equal amounts and the powerful violet-skinned powerhouse was no exception.

"Yes, Majestrix," he said, solidly.

Around the throneroom, the Imperial Guard stood ready. Oracle stood at the front of the assemblage. She wore a bodysuit of the lightest pink, thigh boots of black, gloves of black and a headpiece of black that held her pale blue hair away from her face. To her left, in the same bodysuit of his predecessor, the man that had once been Garth Ranzz but who was now fully Tempest. His pupilless eyes blazed with lightning. To her right, the mechanical Warstar hummed softly, as always.

Clustered together behind them stood Titan, easily three feet taller than his comrades. Hussar's whip crackled with pent-up energy as she fidgeted in place. Smasher looked through the ruby visor at her and smiled at her impatience. He felt the same way. Quasar's glittering bulk stood next to him, rock-solid and still. No emotions were shown on his face, no hint of anything in his stance...he was totally unreadable. Nightside's deep blue skin shone like a warm beacon next to his ebony color. She was confident and proud of her place amongst the guard. She, like Oracle, Mentor and two others was an original Guardsman. She'd served with distinction from the beginning.

A door to the side of the dias that held the Majestrix slid open and Mentor entered, the yellow-clad form of Astra to his right and that of the feral Fang and Hobgoblin following him into the room with the others. They stood with the last of the Guard, the white-feathered Shi'ar illusionist, Magick, and Impulse, who'd acquired another containment suit only a day ago.

"Finally," Lilandra said, seating herself.

"My apologies..." Mentor began.

"Don't interest me," she said, silencing him. "Gladiator, I want this universe in the crown of the Empire and will accept nothing less than absolute domination of it."

"Understood, Majestrix," the powerful Praetor said, bowing low. "We will be dispatching a strike force to the moon to remove any initial resistance and then the others led by myself will follow."

"I will begin the acquisition of the new Shi'ar homeworld upon your confirmation that you have succeeded," she returned.

"And we will succeed," Gladiator said, his black eyes glittering. "We shall CRUSH this Legion of Super-Heroes beneath our heel and grind their bones into dust!"

"We've installed extra precautionary security," chief Zendak told Cosmic Boy as the two of them rounded the corner of the press box. "President Tiril will be protected by the forcefield sheath Brainiac 5 rigged up for him."

"And we'll be here as an extra precaution," Cosmic Boy said, resolutely.

"Do you think that's the smartest thing you can do?" Zendak asked after a long pause. "I mean, I don't want to tell you how to run your group, but having you all on this world at this conference is going to leave a lot of sectors unprotected."

"I've made arrangements for that, sir," Cosmic Boy said resolutely. "I just hope that they hold together when the time comes."

"Why didn't you tell anyone?" Saturn Girl asked the young girl who stood before her.

"That was the plan," the girl said, shaking her hair rigorously and bending her neck to work out the kinks. "I wasn't supposed to tell anyone."

"But what if you'd been discovered?" Saturn Girl pushed, leading the girl out of the infirmary and into the corridor beyond. "You could have been killed."

"Part of the risk of being a Legionnaire."

Shrinking Violet straightened and walked ahead. As she headed for the Mission Monitor Room, Saturn Girl fell into step behind her. There were hundreds of questions flowing through the telepath's mind but it wasn't until the doors closed to the empty room that they were given voice by either Legionnaire.

"Cosmic Boy wanted this to be as hush-hush as possible," Violet said. "He knew that Brainiac 5 wouldn't scan me past the surface and that it would take you to truly discern my identity. My mission was to gather information Brainiac 5 couldn't get with his telescopes and hidden looking devices into their universe. Things that you could only get as part of the Guard."

"And so, he chose you to infiltrate them?" Saturn Girl asked.

"I was the logical choice." Violet responded, punching up a file from the computer. "If my counterpart was as shy and I am sometimes, then she wouldn't be vocal and wouldn't stand out like say, Dream Girl or Wildfire and her temporary disappearance wouldn't be questioned as much as some others."

Violet punched in her access code and began to file her mission report, vocalizing the events to Saturn Girl in a different, more casual way than the actual words she used as she typed in the same report.

"I ambushed Virus in her quarters onboard the Shi'ar flagship. It was easy, really, as I can shrink smaller than she and could enter her ear canal. I disrupted her balance and coordination, and finally took her out. She's being held on Imsk in a containment facility designed to house our criminals."

"I took her place among the Guard and found out quickly that because of her power and aversion to physical confrontation, she was relegated to the equivalent to monitor duty. It was almost too perfect. I had access to things Brainiac 5 needed that he couldn't get to. After the initial mission, Cosmic Boy let him in on the plan and I began to transmit things directly to him. Ship schematics, planetary maps, biographies on the Guard, various other things."

Saturn Girl was silent as Violet finished the report. When the young Imskian finally stood again, Imra regarded her with a serious look. The air between them was thick with something palpable. Saturn Girl's voice was measure concern as she spoke.

"What about Garth?" she said. "And the others?"

"This is going to be hard for you," Violet said, honestly. "Garth...is gone."

"And the others?" Imra pressed, temporarily shoving the information to the back of her mind. "Are they alive?"

"In the literal sense, they're all alive," Violet said. "The Guard are replaceable and with the exception of the original five members, have all been replaced at least once."

"Replaced?" Imra asked, the pieces not falling together.

"Lilandra, the Majestrix isn't forgiving," Violet said, recalling a specific example of this. "When one of the Imperial Guard really messes things up, they're killed. A replacement for that individual is found from another dimension or parallel universe. The replacement's mind is erased, the body is altered, the accumulated intelligence of all the former incarnations are implanted in the replacement's mind and in essence, the Guardsman is reborn."

"Like the Trill?" Saturn Girl asked, recalling something about a similar alien race whose initial sentience was passed on from host body to host body.

"Except that the 'host' body is altered physically and mentally to become a complete replica of the previous being," Violet said, her face darkening.

"Garth?"

"Tempest was killed for his failure on the asteroid," Violet said, solemnly. "I'm--"

"Don't," Saturn Girl said, silencing her teammate. "What of the others?"

"Mon-El is being held apart from the others. Why, I'm not sure. Duo Damsel is being studied. They want to see if it's a gene inherent to Carggites that give them the ability to separate into three..." Violet paused. "Can you imagine the Guard with that ability? Three Smashers with that power, three giant Titans, three Starbolts with that fiery anger and three Oracles...."

Here, the young woman fell silent, realizing what she'd said.

"What about Phantom Girl?" Saturn Girl asked, ignoring the remark. "And Chameleon Boy...are they alive and still themselves?"

"Chameleon Boy?" Violet asked. "He wasn't captured." "But, he was with Phantom Girl's party..."Saturn Girl said, her mind reeling with this new morsel of information. "If he wasn't captured, then he could be...."

Before Violet could stop her, Saturn Girl was out the door and down the corridor toward the hangar bay.

"You know what to do?" Cosmic Boy asked the President.

Tiril's features melted into the familiar orange and antennaed countenance of Chameleon Boy. He smiled faintly and reverted back into that of the President. His facial features mirrored those of the universal leader as he spoke.

"The holo-prompter will give me the speech and I've studied the movements of our President for the last three days," He said, his voice a perfect facsimile of the man he pretended to be. "I don't think I'll have a problem."

"I'm really glad you're alright," Cosmic Boy said, placing a hand on the Durlan's shoulder. "I don't know if I told you."

"In your own way, you did," Chameleon Boy said, the smile firmly in place.

"How did you escape, anyway?" Rokk asked, stepping back and going to the door to wait while Chameleon Boy readjusted his ceremonial robes.

"The last thing I could think of was a Imskian flea. My mind just reacted, I suppose and I was transformed into one. They're practically sub-sub atomic and unless you're looking for one, you'd never find it without a telescope with enough range it'd make Mon-El's x-ray vision look like a 20th Century Earth biology microscope."

"I'm sorry I didn't let you tell the others," Cosmic Boy said, crossing his arms. "They were all worried about you, but this was too important."

"I understand, Leader Man," Cham said, genuinely.

"Are you ready to do this?" Rokk said, seriously.

"I'm a Legionnaire, aren't I?"

"Three hours, Mr. President," Cosmic Boy said, an official tone in his voice.

He felt the slightest give in the metallic bindings that held him suspended above the cold, hard floor of the laboratory he'd been in for what seemed like forever. He knew the feeling of forever....he remembered that. He didn't remember how he'd gotten here, however. How he'd been stripped bare and suspended on this rack above a perma-crete floor. He didn't remember how long he'd been here or what had been done to him.

He did remember, however, a beautiful face. A face with elegant curves, lines of circular beauty that formed almond shaped eyes, ribbons of cerulean for lips...windswept arcs for hair of ebony and a voice like the ice-jewels of Flaria...

He remembered a name. A name that held his sanity...a name that escaped his lips as the blackness he associated with it claimed him again..."Tasmia."

"I can't believe we're actually conducting Legion business!"

"I can't believe you're so head-up to be here."

"I can't believe you're both so impressionable."

"If anyone says 'I can't believe' again, I'm going to gag them!" Bouncing Boy said over his shoulder as he and the small group walked through the assembling dignitaries.

"He's testy," the young girl who'd been excited about business said. She brushed a stray lock of her burgundy hair from her face, itself a lighter shade of burgundy.

"You should be, too, 'sugah'," the second said, mocking her. "We're facing some pretty heavy things with the Imperial Guard, Dann-El."

"I can handle them, sugah," the younger said, confident of her only newly acquired powers. "I am, after all, a descendant of Mon-El!"

"Removed by 16 generations, remember," the lead male said in a low tone.

"And how many generations are you removed from the Mallor family?" Dann-El asked him in a severely mocking tone.

"11," he responded succintly.

"That's not true!" the other male, who had been quiet up until now, said. "Your family tree says you're at least 17 to 18 generations removed from Tasmia Mallor, herself."

"Now I know how you got your name, Mark," the male teen retorted. "If I were as pessimistic, I'd be Dark, too."

"Will you all knock it off?" Bouncing Boy said, facing the group. He regarded the young burgundy-hued girl. "You're only three generations removed from Mon-El," he said, clarifying for her. He turned to the male beside her. "You are Tasmia's fifth cousin, Todd," he said. "Mark, please stop antagonizing your teammates and 'Rith, feel free to referee any time, since you are the field leader."

"I was yielding to your superior field experience....sir," she responded.

The group walked silently ahead into an alcove. Clustering together, they surveyed the rainbow of individuals that made up the United Planets. Blues, greens, reds, all hues of skin and hair, feathers and gills, wings and tails, rounded pupiled eyes, pupilless slits, all types of beings made up the patchwork organization known as the United Planets.

'Rith turned to look in the direction of the podium. Colossal Boy's gaze met hers across the floor and the slight nod of his head told her that he and the rest of the Legionnaires were in position. She conveyed this information and just as they'd planned, she and the others dispersed themselves into the crowd.

Dann-El and Dark Mark flanked the representatives of Colu, inconspicuously, of course. 'Rith and Todd each took a representative of Winath and Frascia, respectively. Bouncing Boy observed them with some pride as they slipped into a professional mode as easily as they'd slipped into their security uniforms. Surveying the crowd, Chuck noticed Tiger M. and a beautiful Grantian, Claudia, already in place among the dignitaries. They each did him proud as they took their responsibility VERY seriously.

Saturn Girl and Princess Projectra disembarked from the shuttle after Sun Boy and Ultra Boy. The four Legionnaires were led to a control room and shown the layout of the conference hall. The exits were clearly illuminated in the holo-simulation. They were to each man an exit and from that vantage point, help keep the peace as best they could. The details were very clear and concise.

After the briefing, the four were filing into the hallway to take their appointed positions when Saturn Girl's hand touched Ultra Boy's forearm gently. The Princess noticed this slight gesture and took the arm of her fellow Legionnaire, leading Sun Boy quickly ahead and out of earshot of the lagging Legionnaires.

"Jo," Saturn Girl started, her voice steady. "You've not said two words this entire time. All things aside, are you alright?"

"I can't help but think I failed Tinya," he said. "I know I wasn't there, but grife, I should have been. I should have been able to do something...to find her, if nothing else."

"You know there was nothing you COULD do," Imra said, the boy's words mirroring her own. "I know I am the 'Ice Queen' of the Legion, but with Garth gone and for so long, I feel the same way. Especially with my powers, you'd think I could have known he was in danger or better yet, could have found them all by now."

"I'm scared," Ultra Boy said, flatly and unexpectantly.

Saturn Girl regarded him for a long moment. His head had fallen and even his posture seemed to follow. His shoulders slumped a bit as if in a defeatist posture and somewhere inside her, something withered a bit more. He was perhaps the strongest man she knew next to Mon-el in terms of physical strength and to see him in this position....made her afraid.

"What if we've met our match this time?" he said, quietly. "I mean, what if we can't pull it off this time? They match us...not in sheer number but in power, they got us dead to rights."

"Do they?" Saturn Girl said, her voice rising in lilt.

"What do you mean?" he asked, picking up on her minute change in demeanor.

"What if they only think they know us? What if..." she began.

The thought was never completed verbally as she took off down the hallway. As she did, Ultra Boy followed. He quickly caught up to her as the telepath had caught up to Projectra and Sun Boy. A quick recap of a mental flash was given and an idea was formed around it. Imra outlined a plan and the details became clear to Projectra.

"Do you think you could do that?" Saturn Girl asked, tentatively.

"Of course, dear," Projectra said, twirling.

As she turned, the ivory page-boy became long, flowing tresses, the already curved figure became slightly moreso. The scarlet bodysuit she wore became pristinely white and as the turn was completed, Princess Projectra was no more. In her place, Dream Girl stood, smiling and locked in a trademark pose that screamed, "Take my holo!"

"Wonderful!" Saturn Girl said, her outward appearance already fading into that of Princess Projectra.

"Spaced!" Sun Boy said, his features exchanged with Ultra Boy's and vice versa.

"This should confuse them long enough to give us an added edge," Saturn Girl said, linking their minds together like lifeboats in a storm. "Remember to play your parts. Since we'll be together on the upper tier, the only people we'll really have to fool are the surrounding delegates. It shouldn't be that big a deal."

"Not for us," Sun Boy/Ultra Boy said, preening, pushing his chest forward. "We're Legionnaires, aren't we?"

"I don't stick my chest out like that." Ultra Boy/Sun Boy said, watching his reflection. "Do I?" he said, somewhat amused.

"Yes," both women said in unison, laughing slightly at one another.

"After you, your highness," Projectra/Dream Girl said, stepping to the side of the door.

"Thank you, dear," Saturn Girl/Projectra said, grandly, exiting the hallway.

"Nura, I don't understand," Mysa Nal told her sister. "I can't get anything from the Spell of Specifics."

"I see," Nura said in return. "Keep trying. I would like to call in a favor on this one, Mysa. The Legion is going to need all the help they can get."

"If I can, Nura," the White Witch told her sister. "The young trainees are still learning their spells and are still too new to everything to leave Xerox just yet."

"Please try," Nura said. "I love you, sister."

"And I, you," Mysa returned, her image fading from the holo-ceiver.

Dream Girl turned to the co-pilot's chair and to her love. Star Boy faced her for a moment and smiled. There was a lot of support and love in that smile. There was a lot of things in that smile. A lot of things that he couldn't or wouldn't say in their shared company. To the back of the small shuttle, Karate Kid and Shrinking Violet were engaged in a conversation all their own. Star Boy turned back to the starscape he navigated through as Dream Girl piloted deftly the course he plotted.

SteveZ and 'Rith made their rounds of the conference room, intermingling with many of the delegates and some of the few civilians that had been allowed inside the conference hall. SteveZ turned to regard his companion and before he could voice any concern, it was met with a knowing nod.

"I think so," she said, her voice barely belying her otherwise expertly hidden fear.

"The Imperial Guard would be stupid to attack here, though," he protested.

"What better place than here to insure their universal victory?" she said, holstering her small phaser. "If they defeat the Legion with all this publicity, no one will be able to stop them."

"Where are the Heroes of Lallor?" SteveZ asked.

"Supposedly on a secret mission for President Tiril."

"Supposedly?"

"There was no flight clearance for government shuttles, no nothing," she said, rounding the banquet table. "There were no accommodation vouchers, none of the usual things."

"Yeah, but if it's secret..." he interjected.

"I suppose, but it's all a little fishy if you ask me," she said, continuing into the crowd of well dressed and multi-hued delegation.

"Perimeter check, complete."

"Very good, Cadet Casey," Chief Zendak told the young recruit who stood before him. "Assist Officers Erin and Hastiel on the roof. You'll serve as lookout."

"Sir?" the young man said, waiting. "If the Legion is here, why all the extra security from the Science Police, sir?"

"Because not all of the Legion could be here," he said, slightly annoyed. "Something you'd know if you'd read the briefing."

"Uh...yes, sir," the young cadet said, saluting and turning to head toward the roof.

He had just signed on with the S.P. within the last 3 months. The rest of the 20th Century refugees had joined the Legion Academy, but he hadn't. Yes, he'd been 'granted' super abilities too, but he saw this as the perfect outlet for them. Let the others join the Legion one day, he knew this was where he wanted to be. As he cleared the turbolift doors and saw the young form of Officer Hastiel, he felt that same stirring in his chest he always felt...yep, he thought, this is DEFINITELY where I want to be.

The world of Xerox was one of magic and creatures only told about in legend and myth on planets like Earth and many others. Clouds of wispy white curled around spires of castles that weren't there while waves of sea foam green splashed along cliffsides and seashores of mythical lands only told of on Earth. It was on one such seashore that a very special meeting was taking place between a native of Xerox and another mythic planet of future seers called Naltor. The White Witch of Naltor and her newest apprentice, a young man known only as Christian, stood among the sea foam, both remaining completely dry.

"It is very important that you do NOT fail in this endeavor," she told the young man, her hands folded in the voluminous sleeves of her amber gown. "We know there is a strange pall upon the aura of Orando. The king has been informed of your arrival and is expecting you."

"Mistress Mysa," the young man began, "while I am honored by your confidence in me, I am worried that I may not live up to your expectations. I am frightened of what I might find there and worse...what may find me."

"Your elemental command is beyond par, Christian," she said, putting a reaffirming hand on his shoulder as they both stepped onto the water and made their way toward an island in the center of the sea. "I have every faith that you shall do well."

The young man put a hand to his chest where he wore a talisman, a collar of silver that held the four jewels of ancient Xerox. In the center, an emerald, pear shaped and faceted; to the side, two sapphires that were once one piece, then four slivers of ruby each cut in slender rectangles and, finally, the last two gems also cut from one stone, a glittering aquamarine. These last stones were circular and smooth. The entire collar was intricate and beautiful but more than that, bonded to the young sorcerer by the same ancient magicks that bonded the stones to their wearers, the rulers of ancient Xerox....formerly known to its rulers as Gemworld.

Dressed in a robe of pristine white, the young man stood with Mysa at the threshold of an island wrought with technology and magic. Turning to him, Mysa's hand left his shoulder as gently as it was placed there. A gentle smile spread across her face as her blessing was told to him in a voice only they two understood...a voice of magic. In a whispering of wind, a crackling of fire, a rustling of earth and splash of water...the young elemental was gone. Longing after him, Mysa hoped that she hadn't sent the boy on a fool's errand.

The last delegates from Durla and Betazed took their seats and the President of the United Planets took the stage. Chameleon Boy played his role perfectly. The walk, the measured steps, the posture were all that of the President. The words that Cham spoke were also those of the President. Displayed on the holo-prompter, the Durlan read the words with perfection and delivered them with the same flair that Tiril had many others before this. The sing-song way the president spoke was lost in the translator and became smooth and unbroken as Chameleon Boy gave voice to the words he'd tried to memorize but nervously read from the prompter.

"Citizens of the United Federation of Planets and other honored guests," he began, a silence following over the hall. "We are at a crossroads. A time of terror and fear has gripped our worlds, our peoples, and our way of life. I am standing before you on this day as your leader to assure you that this must not be allowed to continue."

The conference hall erupted with applause and the equivalent from every delegate and Legionnaire in the building. The Legion Academy students and Science Police officers did likewise and after long moments, Chameleon Boy continued.

On a tier to the right of the stage, another deception in progress played itself out in a rather strange way. Princess Projectra, who was actually Saturn Girl in a disguise created by the one she impersonated, stood to the right of the Orando delegates. She stood unmoving physically, her mind scanning the crowd's surface thoughts.

"Projectra, DEAR!" the woman to Imra's right said, loudly. "I thought this was you!"

Saturn Girl/Projectra turned to the woman and smiled sweetly.

Standing, the woman threw her arms around the Legionnaire, hugging her tightly and prattling about something in their shared past about some type of something. Saturn Girl did her best, at first, to feign knowledge. She looked over the shoulder of the woman to where Projectra stood, disguised as Dream Girl, covering her mouth to try and stifle a smile.

Moving beyond embarrassment, Saturn Girl pulled back from the woman and tried to reseat her. The woman's recollection of the event was beyond compare and she would not be silenced until she'd told every last detail. It was something inane and really insignificant to everyone but the woman. Seeing it as only a last resort, Saturn Girl did a surface scan of the woman's mind and collected every detail of the woman's story.

She smiled and delivered minute details and quieted the woman by this and drawing the woman's attention back to the President's speech. Imra sighed a long sigh of relief and returned her attention back to the crowd. As she did so, she overheard a slight but distinct chuckle from behind her. She was sure that in retrospect, it would be funny to her, too, but she just wanted to return to her form as quickly as possible. She didn't like being someone else.

"Pathetic!"

The Imperial Guardsman known as Nightside stepped quietly over the unconscious form of the young Legion Academy student as she and her companion known as Hussar left the detention area of Legion Headquarters.

"All will fall before the might of the Shi'ar Empire," Hussar said, heaving the unconscious form of Starbolt over her shoulder. Quasar and Titan, who had grown to over thirteen feet tall held the others over their shoulders, as well. They had all freed the Imperial prisoners and defeated their guard with ease and little resistance.

Lamprey had fought valiantly with everything in her being. The sheer number of the Guard were too much for her from the beginning and even as her hand hit the summoning signal, she knew it was a futile effort. Using the emergency shielding of the detention bay and electrifying it with her powers, Lamprey had bought enough time to be joined by Crystal Kid and Power Boy, both of whom fell quickly to the brutality of the Guard.

Cosmic Boy surveyed the room from his vantage point of a foot and a half from President Tiril. He noticed a theme running through the room. One of deception and he was no exception. The "President" was not the President at all, but Chameleon Boy; the security force assigned to patrol the delegates was no security force at all, but time-displaced individuals with limited super-abilities and enrolled at the Legion Academy. The elderly gentlemen being guarded to his immediate left was the REAL President Tiril, disguised by a holo-disc.

Even the strategy for this conference's security was a secret. He hadn't sent the Legion to different sectors of space, as he said he would. He divided the teams well enough, but each team was given orders to patrol a certain sector of the conference planet and were kept ignorant of the other teams' orders just in case they were captured like Garth, Tinya, Mon-El or Duo Damsel. They were all his friends and he didn't think he could bear losing any more of them in this way and to so dastardly an enemy.

As Cosmic Boy looked to the immediate right tier and to Projectra's team, he thought something was odd there. Projectra, Ultra Boy and Sun Boy were there but...Dream Girl? She was supposed to be in the main hall with Star Boy and...Projectra...clever, he thought. As he watched the Princess, he noticed that her carriage was different and that her demeanor was not the same. It was refined but maybe a bit too much so. It was more like...Saturn Girl. As he watched them all, he noticed the same thing. Ultra Boy seemed to be flirting more than usual and more with his eyes than anything he said or did. Projectra had switched them all.

It might be to our advantage, after all, he thought as he continued to look over the crowd. It never ceased to amaze him, the myriad of species that made up the United Planets. As a child, he'd been told of other worlds by his father in wondrous stories at bedtime. He'd imagined them only, then. As Legion leader, he'd actually seen them, met them. Some of them had changed his life. The ones that made up the Legion certainly had. They'd been his family when he'd been alone. They still were.

The statuesque woman that took the podium next began her speech as the President stepped to the side and into the waiting protective circle that Cosmic Boy was a part of. The woman pushed a curl back into place and smoothed the front of her bright pink dress. The bodice was an explosion of sapphire, silver and pink fire jewels while the voluminous skirt was made up of fold after fold of taffeta. The same pink fire jewels encrusted the silver combs that held her equally voluminous curls of chestnut.

"Citizens of the United Planets," the woman began. "As a representative of the planet Betazed and speaker for the United Federation of Planets, I want to welcome you all to this conference. Betazed, as well as the Federation stands ready to assist you in this, your most desperate hour. Right now, the Federation's flagship is patrolling the outer rim of your galaxy in conjunction with the United Planets' premier starships."

"She will keep them engaged in this speech for at least an hour," Chameleon Boy said under his breath to Cosmic Boy.

"Then take this opportunity to see what you might be able to find out," Cosmic Boy said in a whisper.

Chameleon Boy pushed delicately through the opening of the circle as the guards knowingly parted. As he cleared them and they reformed, he transformed into a small housefly. Buzzing around, he took in the entire conference room in a matter of minutes. Transforming into a Matrazian bumblebee, his vision was telescopic. As he continued his surveillance, he transformed into a Gralarian Winged Flea and his vision was triplicated.

That was when he saw it. A trio of guards that were the slightest bit too tall for the usual cadre of United Planets guards were standing in the doorway of one of the side halls. The room was circular with four hallways and one main hallway double the width of the others. There were three tiers that held delegates and guests and a main floor that seated delegates from the core worlds of the United Planets. They numbered in the hundreds today.

Chameleon Boy flew to the nearest tier and regained his form behind a thick velvet curtain. He came out and "Projectra" met him. They exchanged words and after Chameleon Boy had told her his findings, she let him in on the charade.

"I'll do a quick mindscan of the trio," Saturn Girl/Projectra said, moving to the edge of the tier. "It shouldn't take a mo--"

"Perimeter alert, Shady!" Element Lad shouted over his shoulder to his comrade. "The conference room has been breached!"

"Reconfigure our shields and head to the conference hall immediately," Shadow Lass returned, seating herself in the command seat. "Notify Cosmic Boy, he may need to recall the others just in case things are worse than we thought."

"Like lambs to the slaughter!" Smasher said, his heat vision cutting through the support beams of the left three tiers.

"Sun Boy!" Cosmic Boy shouted, aware of the deceptive charade. "TAKE HIM!"

As if on cue, Ultra Boy, still disguised, took to the air. In moments, he was bearing down on the Imperial, who 'stood' in mid-air, hands placed confidently on his hips. As the Legionnaire neared him, Smasher began to laugh.

"Impudent firefly!" Smasher said. "Your puny fire powers are no match for me!"

"Don't count on it!" Ultra Boy said, a solid left hook connecting solidly and with a loud CRACK. "Jerk!"

Smasher's jaw sounded like it splintered with the impact as the Imperial's body slammed into the wall behind him. The wall cracked deeply outwardly. Ultra Boy allowed himself a moment of satisfaction before turning back to the crowds of panicked sentients.

"Good going, Projectra!" Ultra Boy said, the illusion fading.

Everywhere, debris rained down on the delegates as they scrambled to the exits. Members of the Imperial Guard were attacking guards and the Legionnaires that opposed them. President Tiril, the real one, was herded into a waiting transport and rocketed off-planet along with his aides. It was the contingency plan and had worked like the proverbial charm. The pilot, Wildfire, wasn't happy about leaving the battle, but he was placed here just in case the plan failed and the President needed a back-up.

"We meet at last, Legionnaire!" Oracle shouted, tearing through the velvet curtain to confront the fuscia-clad woman who met her. "I shall enjoy ripping your mind apart!"

"You're welcome to try, witch!" Saturn Girl said, standing her ground as the delegates were helped from the crumbling tier.

Projectra had dispersed the illusions and they all stood as they were. Sun Boy helped the rest of the delegates from their seats and had turned to help his comrade. Saturn Girl waved him on and he did as he was directed, even though he was visibly upset by it. The woman knew what she was doing, he thought as he took to the air, fusing the supports of a nearby tier back together with his solar powers as Projectra landed in the tier to help the people out.

"Now, we shall finish this!" Oracle said, a cruel smile spreading across her face.

Oracle's mindwipe leapt out from her psyche and drove deeply into that of the woman who stood unmoving across from her. The Imperial used every last bit of her considerable mental strength in this attack. It was more than she had used on any one enemy before and she knew it had to be. She didn't want to underestimate this...Legionnaire.

When the strike hit its mark, Oracle's shock was equally strong. The mind she attacked was strange, unfamiliar...alien. TOTALLY alien. There was no coherence, no cohesion at all. As horrible realization gripped her, Oracle witnessed the form of Saturn Girl melting into that of an unfamiliar orange-skinned, antennaed humanoid in a crimson and violet uniform.

"We certainly shall!" came a voice from behind her.

Oracle whirled to see the real Saturn Girl emerging from the ruined velvet curtain. She had no defense and no time to erect one as a cold, white-hot stab of mental agony took hold and twisted her psyche inside out in seconds. Every synapse in her brain fired, every memory replayed itself millions of times over in seconds. The pain of all the sentients she'd tortured erupted in her head. It doubled, tripled and doubled again...forcing the Imperial into blissful unconsciousness.

"Cham, are you alright?" Saturn Girl said, rushing into the tier.

"I think so," Chameleon Boy said, a bit dazed. "Did it work?"

"Yes." Saturn Girl nodded. "Your mind was alien enough to her that there was nothing to grab onto, mentally. Your shifting back into your real self caused her to drop her mental defenses just long enough for me to sneak in and use her own defense against her."

Saturn Girl sounded nonchalant but inside she was an emotional wreck. It wasn't because of what she had to do to Oracle that made her insides crawl around like flatworms. That wasn't it, at all. It was, however, the ease with which the attack came to her. It was formulated and put together and executed with superior ease as if it were second-nature. In actuality, Imra had never used an attack like that until she'd lifted the idea from Oracle's mind.

Before turning to exit the tier, Saturn Girl bent to the fallen figure of Oracle and dragged the limp body fully into the tier. Once inside, she placed a neural inhibitor at the Imperial's temples and activated it. Standing, she grimaced at the device and how she would certainly feel about having one on her own temples blocking her mental abilities.

"Let's go, Cham!" Imra said, helping him stand. "We're needed!"

Colossal Boy's form was massive. His head more than grazed the ceiling. His back supported the crumbling mosaic tiled dome that only moments ago housed delegates from all over the universe but now threatened to crush those very same delegates with the weight of its many fragments. The Legionnaire's own bulk held the chunks of rock and steel, glass and plaster together long enough for the room to begin emptying.

Gim's crouched form looked like the ancient statue of Atlas holding the world on his shoulders, and as the young man labored to hold the roof together and a nearby tier that threatened to crumble in his mighty hand, the exertion on his face furthered the similarity. It wasn't the throbbing in his temples from not enough oxygen at this height, nor the screaming in his lower back with the weight of the ceiling, and not even the cramp setting in his fingers as delegates cleared the structure he held that made Gim hurt. It was the floor of the conference hall already littered with bodies of those he couldn't save.

Some were under large pieces of ceiling, some under support beams from fallen tiers. Thank the Maker, he thought, that none of the tiers collapsed fully. Cosmic Boy, Ultra Boy and himself had reacted quickly enough to prevent that but no one could have anticipated the violent entrance through the roof that Smasher made. He had been like a scout, clearing the way for the others. Oracle, Nightside, Starbolt, Earthquake and Warstar had flown in like angry bees returning to the hive and now, they battled various Legionnaires throughout the structure.

A large explosion ripped through the hall then, carrying a concussive shockwave that caused the Atlas-like Legionnaire to stagger. As Gladiator appeared through an enormous gap in the wall, Gim Allon stumbled. Large chunks of the ceiling fell away and plummeted to the floor and unsuspecting patrons of the conference. All he could do was watch in horror!

"NOT TO WORRY!" Ultra Boy said, a brilliant blue burst of Flash-Vision leaping from his brown eyes. "I gotcha, CB!"

As the green and red-clad Rimborian swooped down from the upper tiers, two huge chunks of rock were vaporized. Two more to the left of the figure were likewise as he turned with lightning reflexes to remove yet a third duo of elemental death.

"That woman!" Colossal Boy yelled, noticing the one that had escaped Ultra Boy and plummeted toward a woman pinned to the floor by a caught hem on a ragged pew.

Inches above the woman, the huge section of rock, glass and mortar was transmuted into harmless oxygen in a flash of scarlet. The afterimage of the transformation caused all who saw it to see small green stars for a moment before the green and blue figure of Element Lad was seen helping the woman from the floor and to a nearby exit. As he cleared away other rubble from doorways and such, he gave a small salute to his teammates and they smiled their approval in return.

"We have a score to settle, Legion bitch!" Gladiator said, tearing a huge support beam from a nearby wall and beginning a stride toward Shadow Lass, who stood her ground while all around her, debris fell like fine sand and the panicked screams of various races filled her ears.

"First," she said, her tone mocking, "don't call me bitch!"

Her hands shot out in front of her with a lightning speed even she didn't think possible. An ebony ribbon, thin as a razor and equally as cutting shot from her fingers. The pure darkness stabbed into Gladiator's wide eyes, covering them instantly with a film of inky darkness. His hands went to his eyes, clawing at the diaphanous darkness.

"Secondly," the Talokian Warrior continued, "my name...is Shadow Lass!"

She closed the distance between she and the Imperial. He swung violently in her direction and as she neared just close enough, caught the edge of her shoulder with the slightest section of his hand. Shadow Lass was knocked to the floor hard, the breath leaving her lungs. This small offset in her flight saved her life as the return arch of Gladiator's hand cleaved the steel column of a nearby tier in half.

"Shades of Talok!" she said under her breath as she took in the full scope of Gladiator's might and what would have happened to her skull if that enraged punch he threw had connected fully with her.

A sickening crack made the young woman look up. The damage to the support columns inflicted by Gladiator weakened the structure considerably and now, the entire section was about to fall...on her! She knew Gladiator could survive the impact, but she wasn't sure she would. Thinking with reflexes honed in battle, Shadow Lass swung a foot out from her body in a wide arc, catching the left ankle of Gladiator. The impact sent a wave of pain through her body but the desired effect was reached.

The Imperial Praetor stumbled a moment and fell forward, hands outstretched to catch himself. As he did, Shadow Lass positioned herself under him. The weight of the steel-enforced, seating section collapsed fully at that moment, the full mass pounding Gladiator's body mercilessly. The Imperial, however, weathered every stone, every steel beam, every ounce of the easily two tons that rested on his back.

Like a wounded lion, Gladiator roared and threw back his body, sending the rubble that was stacked there all over the room. Shaking his head violently from side to side, he cleared the shadow film from his eye. It hadn't been a true test of the depth of the Legionnaire's shadow casting power, but it was accuracy the bitch had been going for, he thought as he scanned the rubble. He'd heard her beneath him as the formation fell and even though his vision was cleared of the shadow itself, a gray haze persisted.

Tearing away the rubble in huge chunks, Gladiator searched for Shadow Lass. As he did, he heard a scraping of her boot against rock just seconds before he was plunged into total darkness, curtesy of the very woman he pursued.

He doesn't have Mon-El's x-ray vision, Tasmia Mallor thought as she carefully moved behind a huge section of rock. This could work to my advantage, she continued, moving into a more open section of rubble. Even as the thought was completed, she felt the white-hot heat and saw her shadow torn to shreds by the oncoming figure of Starbolt, who burned through her deepest shadow as though they were paper.

She had barely time to react before a sharp pain to the back of her head sent her spiralling into the same inky blackness that she had projected only seconds ago. As she slumped forward with a sickening thud, her head caught the edge of a jagged rock. As Gladiator finally cleared the dissipating dark, he noticed the equally dark cerulean liquid oozing in a rapid puddle on the floor.

"First blood to the Imperial Guard!" he shouted through the hall, raising his hands high.

It was raining on Orando.

It was not a natural rain, but a blinding rain with enough force to swallow the planet in a flood of Biblical proportions. As the invading armies trudged up the muddy hill, several slipped on the knolls and small foothills that had once been covered with grass. As if traveling on glass, several of the heavily armored soldiers slipped and fell while others used the fallen as footholds upon which they advanced.

Atop the hillside, the proud castle stood like a beacon. Around it, there was barely a wind, much less the fury of a storm. Inside the structure stood a young man in a long white robe with golden hair tied in a severe ponytail. His eyes were closed in concentration, his hands at his sides. His mouth was set in fixed determination as he uttered the chants that he'd learned as a child. These chants summoned the winds and rain that plagued the offworld invaders.

"I have sent the distress call!" the King said behind him, his voice barely audible for fear of breaking the concentration of the young mage.

The young man said nothing but nodded in confirmation. He called upon the aquamarine stone finally and the rain that battered the ensuing army intensified four-fold. He raised his arms slightly and the winds answered by becoming small tornados that ripped small chunks of earth from under the feet of the soldiers. He would NOT let this castle fall, he vowed to himself as he worked magicks that were old when time began...

"Dammit, Casey!" Chief Zendak screamed over the din of the battle raging in the conference hall. "Get your ass over here, NOW!"

The young cadet that responded didn't belong here. In fact, he didn't even belong in this time period. An accident at the Time Institute here in the 30th Century had plucked himself and seven others from the 21st Century. Their extraordinary journey had somehow granted each of them some sort of "extra" ability. In some cases, the ability was that of an ancestor not yet born, as in the case of Todd and the young woman calling herself "Dann-El". In other cases, it was a fluke, plain and simple.

It was this way in the case of the young cadet, Casey. As he stretched forth his hands and mental concentration, the cables of a nearby wall bent to his will, becoming living extentions of his willpower. In conjunction with his thoughts, the cables wound themselves tighter around the struggling form of Smasher, who was already ensnared by the metallic support beam of an outside gate that had been "smashed" by the Imperial Guard on his exit from the hall.

"You're not part of the bloody Legion, Cadet!" Zendak said, firing the particle blaster at the hulking form of Gladiator, who seemed hell-bent on dismantling the huge transport ship now loaded with passengers.

The Praetor of the Imperial Guard swung mightily with all of his strength, tearing huge gashes in the side of the starship that only moments ago had been preparing to depart. The Imperial took great pride in rending the titanium hull over and again like so much aluminum foil and using this to form projectiles to hurl at the seemingly numberless insects that buzzed around him in the form of the so-called Legionnaires.

"I know, sir!" Casey responded just as Light Lass stepped between himself and an otherwise lethal shard of metal.

As the young woman planted her feet in a determined stance, she gestured slightly in the direction of the oncoming object. A field of gravity-cancellation caught the projectile and it became as weightless as a child's balloon and likewise floated upward. Another of the Legionnaires caught the ball of metal and with the ease of an old Earth "baseball pitcher" hurled the ball back toward its source. As this happened, Timber Wolf called out to yet another team member, who hovered slightly over him.

"All yours, Star Boy!" he said, almost jovially.

The ball of metal was then caught temporarily in another gravitational field, this one increasing the weight of the thing by over two tons. As it struck its target, Thom Kallor smiled as the Imperial Guardsman flinched a bit.

"I hope that hurt, monster!" he said, shouting over the noise.

"Hardly, insect!" Gladiator responded, tearing off another section of the ruined starship. "Your pitiful attempts to stop us from taking over your universe are almost laughable!"

Nearby, Gladiator's words rang in the ears of two Legionnaires desperately trying to hang on to their sanity. Timber Wolf narrowly avoided the clawed menace that matched almost his every move as he bounded from place to place. Fang pursued him, relentlessly. Beside him through the entire thing was Light Lass, who now had to fight the surge of confusion brought on by the illusionary power of Magick.

Timber Wolf swung up onto a nearby sculpture, arced high into the air and caught a lowered flag-rod boasting the brilliant purple and bold black colors of Braal. He used the bar as a springboard to swing his body around and catch the Imperial pursuer in the chest with the soles of his boots. Using his flight ring, Brin remained aloft while the dazed Fang fell easily thirteen feet to land hard on the floor.

"Worthless Legion trash!" the wounded creature spat, preparing to stand. "I'll gut you from sternum to groin!"

"You have to learn to play NICE!" Star Boy said from behind him, causing the creature to whirl on the ebony clad young man. "Or not play at all!"

Star Boy used his gravity altering power on the hapless Imperial. As the weight of Fang's body increased in a matter of seconds, the floor beneath him cracked and eventually gave beneath his new weight, effectively pinning him down, claws and all. Even if he had been able to lift his arms, which now weighed several hundred pounds, the new hole he found himself in prevented him from even moving them.

Beside a satisfied Star Boy, Light Lass shrieked in horror. Turning, Thom Kallor saw his team member fall helplessly to her knees while a gleeful Imperial stood above her. It wasn't clear what was going on, but he knew he had to stop it. He turned to face the female in light green that tormented Ayla somehow. As he did, images from his childhood flooded his head. Dark images...of imaginary beasts under the bed...winged demons in the closet...fear gripped him like a vice and likewise held him. His body began to shake violently as he, too, sank to his knees. The images increased in horrific detail and the sound of Magick's mocking laughter rang out in his head like the peals of a giant bell.

"NO!" he shouted, trying to push the images from his mind.

Claws of ebony, wings of leathery brown, fangs of glistening white...monsters of his past closed in on him. Things he'd thought long forgotten threatened to consume him. Then...the image he'd thought buried long ago flared into gruesome detail. His parents were standing in front of him, their flesh rotting and decayed.

"It's YOUR fault!" they said in unison, closing on him. "YOUR power that destroyed us both, Thom!" they continued, stepping closer to him.

"NOOOOOOO!" he screamed, trying to close himself off from the vision.

Above him, the white feathers on the crown of Magick's head rippled as she delighted in the terror she had instilled in him. It wasn't merely the fact that she held him in her power but that she was actually causing him a tremendous amount of anguish and she enjoyed it. The suffering, the torment, the pain was like a drug for her. She laughed louder as both Star Boy and Light Lass writhed on the floor in front of her.

"I don't think torturing my friends is all that funny, lady!" Timber Wolf said, landing behind the Imperial with a defining sound.

"I disagree, animal!" she said tauntingly.

Before he could make a move, Brin Londo was also consumed in the raging inferno of fear and terror that gripped the others, the difference being his particular nightmare. It was not monsters of fairy tale, as it was for Star Boy, or the withering of your body and mind as it was for Light Lass, but rather it was the total loss of humanity and relinquishing control to the beastiality that raged in him. It was the salivating, gutteral growling and tearing of his own flesh that made Timber Wolf sink to the floor in a shaking, frightened heap.

As he did, the laughter of the Imperial grew deafening.

Inside his head, someone sang. It was a low, melodious tune that carried meaning only to him. It was a tune he'd heard many times before. As he struggled to hear more, he realized his body was not what it once was. There was no super-strength, no invulnerability as he realized also that there was a sharp pain across the middle of his chest. The restraint that held him was biting fiercely into his chest.

As his consciousness returned somewhat, he found that he was lying prone on a table of some sort of metal and strapped there. He was naked, the air cool on his skin but stale in his nostrils. Old air...old damp air. He struggled to clear his vision. He didn't have his telescopic vision, his x-ray vision...his normal vision. He was truly powerless. For the first time in his adult life, Lar Gand was absolutely powerless.

Cosmic Boy had managed to seal up the hallway as the last of the delegates from Betazed and Glaalial ran down it toward their transport. He turned to the two people in the bright uniforms of the Federation. One, a man in brilliant crimson and black and the other, a woman in royal blue and black with long hair and dark eyes.

"Please, Commander Riker," he said, authoritatively. "Get these people to safety. I can't guarantee how long we can hold them."

"Our ship is in orbit," the dark haired, bearded man said, confidently. "The transport will reach them in minutes after taking off."

"Will," the dark eyed beauty beside him said. "If we don't leave now, they won't be able to take off."

"Then let's go, Deanna."

The two herded the delegates down the remainder of the hallway and into the small ship with the Betazed crest on its front hull. Cosmic Boy had only seconds to watch them before the makeshift barrier he'd created to block off the hallway from the conference room was obliterated by...lightning?

Charred metal and the burning of ozone heralded the entrance of the man called Tempest into the small enclosure. As he stepped through the hole he'd made, he came face to face with the Legion Leader and his one-time friend. He allowed himself a cruel smile. His face twisted menacingly as he spoke. "We meet again!" he said. "This time, you will not be so lucky as you were when we first met on the asteroid!"

Cosmic Boy regarded the man and it was as if he were walking through the briars of his own nightmare! The voice...the face...it couldn't be, his mind screamed. Everything else said otherwise, however. The stance, the demeanor...the face!

"Garth?" Cosmic Boy said, disbelief in every syllable. "Is that you?"

"I am Tempest!" the intruder said, his powerful lightning crackling now in his hands.

Rokk had mere seconds to pull in the sides of the hallway to deflect the barrage of lightning that Tempest sent toward him. He reformed the metal in seconds to completely block off himself and the fleeing delegates. This man might look like Garth and sound like Garth, but it wasn't his teammate and one-time friend now. This much was certain. Whoever it had been, Rokk didn't know. All he knew now was that this man wanted to kill him. A fact made very clear by the rending and tearing of the metallic barrier behind him.

As the Imperial came through the now-ruined barrier, Cosmic Boy called the twisted metal to him, formed it into strong cables and wrapped them neatly around the form of Tempest. Around and around the struggling man, the metal of the cables twisted and interlaced. In only a few short moments, Cosmic Boy had knitted a confining straightjacket of metal cords and cables and the cursing form of Tempest had been bound up in them.

Behind him, he heard the roar of the engines as the small transport ship took off. He sighed with relief and allowed himself a moment of satisfaction. He'd bought the small ship the needed time to escape. As he turned back to his prisoner, his entire world became alive in the awesome discharge of electricity that Tempest generated in seconds. As Cosmic Boy fell to the ground groggily, he was bathed in another electrifying wave as he heard tearing metal. He managed to look up through the growing haze of pain to see the glaring eyes of Tempest as the Imperial tore free from the bonds. The pupilless eyes were hollow and devoid of all emotion. What they had been replaced with was blind devotion to the Empire and dedication to the will of the Majestrix.

"We need to help the Legion!" Dann-El said from above the roof.

"We NEED to help these people!" 'Rith countered, the diamond shell she'd coated herself with glinting in the light of the small fire that raged beyond her.

In a blur of blue and gold, the form of SteveZ appeared, his arms loaded with a set of twins, their skin the blue of a sky and eyes the gold of its sun. He helped the children into the small shuttlecraft and the arms of their parents. In the same blur, he was gone again and into the melee that had been a peaceful conference only moments ago.

"There are more people on the way!" Claudia shouted as the control panel exploded behind her. "Todd and Tiger are still in there!" she continued, reaching out with her new-found empathic abilities.

She "saw" the two men mentally as they helped a group of small framed Titanians through a collapsed doorway and toward safety. As the six figures came into view, she sensed the nervous relief of the band and rushed to help them. As she did, she reassured them all of thier safety and that they would be free of the fighting soon. She only hoped that the Titanians believed her. Even though she doubted herself.

"Cosmic Boy wants us to stand clear!" Todd said, authoritatively.

"HANG Cosmic Boy!" Dann-El said, taking flight like a rocket toward the conference hall. "The man's too stubborn to ask for help when he needs it!"

"NO!" 'Rith called out, watching her friend streak toward the collected mass of people.

"Do we go after her?" Tiger asked.

"And stop her how?" Todd asked, thinking of the young woman's strength and invulnerability. "We hardly have Daxamite strength.

"Yeah, well, she hardly has Daxamite strength either," Tiger retorted. "She's only half-Daxamite, remember?"

"We're taking a beating!" Chameleon Boy said, trying to punch in the security codes for the second time. "The Science Police have their hands full escorting the shuttles off-planet. Sun Boy and Ultra Boy are providing what cover they can."

"How are you doing on that security grid?" Dream Girl said nervously from the door of the room.

"I can't seem to program the right sequence of numbers. It's kicking me out every time!" he responded equally so.

"Let me have a look," the Naltorian said, moving into the relinquished chair.

Impressively, Dream Girl's hands moved like a musician's hands over the keys of an ancient piano as she routed and rerouted the subroutines of the computer system controlling the planetary defenses. She took on a look of determination few had seen outside of Star Boy and Brainiac 5. As he watched, Chameleon Boy was impressed.

+Planetary defense grid....online,+ came the computerized confirmation.

"Amazing!" Chameleon Boy said with a smile. "How did you do that?"

"I used our Legion security code to gain access into the smaller systems and then just went around the others. I created a shortcut in the smaller systems and 'voila', we were in!" she said, her voice even but edged with pride.

"I'm truly impressed, Ms. Nal!"

"You can be impressed later," she said. "The last transports have left the planet, but from what I found, this is only the beginning."

"What do you mean?"

"The Shi'ar have sent a three pronged assault force into our universe." she said, typing in the inquiry for more information. "I've patched us into the Argus Array, but it's sustained heavy damage and is only partially repaired. From what I can tell, the other two are headed toward Weber's World and..."

"And?" Chameleon Boy said, growing concerned from the look of absolute terror on the face of his companion.

"Orando," she said, her voice filled with dread.

The glittering form of Quasar and his companion in this conquest stood outside the control room. It was as if they were waiting for paint to dry, Quasar thought to himself. The green form of Hobgoblin melted into that of the Legion Leader and he pressed the "open" panel to the right of the door. As the door slid open, he said something in an alien dialect that only his fellow Imperial understood. Quasar nodded and stepped back just as Dream Girl and Chameleon Boy noticed the door opening.

"Cos, we have a problem," Dream Girl said, standing as the door closed behind the form of their leader as he entered. "A strike force is heading toward the palace on Orando."

"That isn't your only problem, Earther!" Hobgoblin said, taking advantage of the moment of trust.

"DOWN!" Chameleon Boy shouted, shoving the Naltorian to the side as his form took on the armadillo-like form of a Harusian razor beast.

Where the Earth-creature had shell-like armor, the beast had raised plates of razor-sharp bone to match the sharpness of the two tusks protruding from its snout. Where the Earth creature was small, the beast was easily the size of a horse. Where the armadillo was easily overlooked, the Harusian beast was anything but unobtrusive.

Hobgoblin's own form took on a wiry appearance with large claws tipped with four sharp blades. His face was a large oval with round pupilless blue eyes and his mouth a gaping maw of needle-like teeth.

The two creatures clashed violently. When it looked as if Hobgoblin would gain the advantage, Reep Daggle shifted again. Just as a sharp talon would have surely sheared his head in half, the Harusian razor beast was replaced by a native of the planet Dryad. Rocky and firm, the talon shattered upon impact with Cham's new form. Howling in pain, the Imperial's form was that of walking lava-monster who blasted Chameleon Boy with a blast of heated breath so hot it would have made Sun Boy envious.

Chameleon Boy's mind formed the image of a simple housefly and his body responded, barely escaping the second blast of heat. Before he could get his bearings, however, Hobgoblin's leafy mouth had clamped down on him, the gastric juices of a Galtrain Digestion Plant already burning him. Quickly, Chameleon Boy shifted into a sedimentary rock from Braal, reacting violently with the acidic juices. As the leafy thing exploded, Chameleon Boy became an armored bipedal cat-warrior of Gundara. The pieces of Hobgoblin resisted at first and finally rejoined to become a somewhat ragged Klingon Tarsk.

"This is getting us nowhere!" Dream Girl said, moving to the door. "What we need is an advantage and I intend to find one!"

As she pressed the panel on the door to open it, she glanced over her shoulder to where her Durlan friend had become a Naltorian Hound complete with all six sets of arms all finned with poisonous spines and a thickly haired snout and fangs. She smiled as she realized that he really had listened when she told the story of being lost in the woods as a child and confronted with this angry beast.

It was the thing of her adult nightmare that surprised her next.

Quasar's massive bulk blocked her way as Dream Girl turned to leave. The solidity against her forced her to the ground and gasping for breath, her nose aching from the unexpected impact. Getting her bearings was difficult as she fought to rid herself of the dancing lights in her vision. She shook her head and was about to try and stand when the Imperial behemoth began to glow a soft white. His starfield body was alive with light and glittering like her very own boyfriend hit with a strobe light.

"Increasing my body mass to smash you into dust!" he said menacingly as he took a step toward her and lifted his right foot.

"Not today!"

Quasar turned just in time to see the crimson clad form of a young woman crash into him. He stepped back two steps but recovered otherwise. The young woman, however, was sent ricocheting off his diamond-hard form and into a nearby wall, shattering the wall and her shoulder with the impact. The sickening crack of both rang in Dream Girl's ears.

Chameleon Boy was only barely aware of the noise as he shifted into a sixteen-tentacled beast with a bipedal trunk and an eyestalk that emitted electricity. He wrapped eight of the tentacles around the humanoid form Hobgoblin took and soon found the inky blackness the humanoid was made of was a neural inhibitor as the eight tentacles went numb. He quickly withdrew them and the winged form of a Kryptonian Rok became his next assault. To spite the superhuman powers he possessed in this form, his left wing was still numb and therefore useless.

"Frag!" he said, shifting into his own humanoid form. His left arm was numb.

Hobgoblin became an eight-foot beast with four giant eyes and a mouth of teeth that would tear through steel. He advanced and the teeth lengthened. As he stood over the smaller Legionnaire, he let a growl escape from his throat.

"Dilta foag hara shu!" Chameleon Boy said, shifting into a Durlan Fire bee.

Hobgoblin's mouth enclosed the small insect easily. To the Imperial's horror, the inside of his mouth was an inferno in seconds. Howling in pain, his only discourse was to spit the offending Legionnaire across the room and revert to his own form. As he did so, Chameleon Boy resumed his own humanoid shape and when the reeling Imperial faced him, he delivered a perfectly executed round house punch taught to him by Ultra Boy. Hobgoblin's pupil ess eyes glazed over with a gray film and the being fell silently to the floor, senseless.

"Now, beasty!" Cham said, turning to Quasar.

Dream Girl rolled out of the way just as the massive foot came down. The floor literally shattered with the impact. Shards of the floor cut into her skin as they flew by to imbed themselves into the wall behind her. She felt the warm blood soaking into her satin costume but thought more about her life than the stain it would leave. She willed herself away and as soon as the thought was complete, it was action as the flight ring carried her up just in time as Quasar's massive hands crashed into the floor.

"Big mistake!" Dann-El said, climbing from the wreckage nearby, her shoulder at an odd angle and her arm hanging limply. In spite of this, she flew toward the hulking Imperial to deliver a solid punch to his jaw.

Quasar's head jerked to the side with the blow even as the bones in her hand shattered like glass. Her cry of pain was mixed with anger. She was not used to such limitations. She turned to face the angered thing and was sure this was the end as the return punch was delivered. And halted by a steel plated Franian Gargantuan, the newest form of Chameleon Boy, who had flown between the two at just the right time.

The nearly invulnerable form melted into a liquid that spilled over the Imperial to totally consume him. It was a futile struggle to rid himself of the adhesive but Quasar tried, nonetheless. Growls of anger emanated from him and rang in the ears of all present. As the protesting swipes of his covered hands became slower and slower and finally nonexistent, Quasar's body landed with a thud. Chameleon Boy reverted to normal and immediately went to Dann-El and the recently landed Dream Girl.

"Are you alright?" Dream Girl asked the young woman.

"I will be!" she said, somewhat determined.

"After a week in the medi-center, maybe," Cham said, helping the girl to her feet. "Dreamy, get her to a safe place."

"NO!" Dann-El shouted. "I have to help."

"Getting yourself killed is not going to help anyone, honey." Dream Girl said, taking the girl gingerly by the uninjured shoulder and leading her into a smaller side room.

A light, unnoticeable mist filtered into the room and the two guards that stood by the door soon slumped to the floor, lost in its Morpheus effect. As they did, their mighty weapons clattered uselessly to the floor with them. When the room was quiet again, the mist took on a humanoid form clad in a subdued pink bodysuit and black tights. The young girl went to the nearest guard and took a card from his belt. Swiping it through the slot provided by the door, the red light signifying no admittance blinked green and the door opened with a swoosh.

"Clear," she said to no one, it seemed.

In seconds, she was joined by another figure, this one clad in emerald green with a collar of black with white diamond patterns emblazoned on it that matched the cuffs of his uniform and the midsection, as well. He had been in the same air-duct she had accessed the room by but only much smaller than his current size.

"E-Lad," he said into a small com-link. "We're going in."

"Be careful, Duplicate Boy," was the response.

Clearing the doorway, the young brunette saw the object of this mission. Before him, chained to a wall, naked and apparently unconscious was the battered form of Lar Gand...Mon-El. He rushed to the Legionnaire and in seconds transmuted the lead chains to harmless oxygen. The figure slumped immediately into his arms. As he turned to leave, Mon-El's voice was faint and audible but only barely.

"Destroy...the machines..." he said, barely aware of what was happening.

"If you insist." Duplicate Boy said, a side glance of heat-vision reducing the entire wall of machinery to so much slag. "Now, to get you back to a yellow sun and your old self."

The face covering of the heavy helmet the man wore suddenly sprang to animated life and smothered his startled cry. The latches of his uniform also leapt to life and melded together. The fabric of his uniform tore and wrapped around him, mummifying him in seconds. As this was the only guard, the person responsible for this phenomenon stepped fully into view of the confused guard. She was smiling slightly. She wore a red bodysuit with a rounded collar of black and white stripes.

"Evolvo Lad," she said into a com-link.

"Go ahead, Life Lass."

As she was about to answer, a small cat rounded the same corner that she had to grow into a humanoid form. The man smiled as he took the keycard from the pocket of the guard and swiped it. The door opened and he stepped through.

"We're inside," Life Lass said, following her team member.

The man deactivated the containment field that held the young brunette woman suspended in mid-air. As he did so, he caught her when she slumped forward. He looked at Life Lass and nodded as he repositioned the woman in his arms.

"We've got Duo Damsel," Life Lass said into the com-link.

"I'll let Cosmic Boy know the mission was a success," Evolvo Lad said on the other end of the com-link. "Get back here, immediately."

"Are you certain?" Projectra asked Chameleon Boy as he stood before the horrified Princess. "It was a distress call from my father?"

"Yes."

"I'm leaving for Orando immediately," she said, pushing past him amid the turmoil of the battle raging around her. "I assume you'll tell Cosmic Boy."

"You can't go alone," Chameleon Boy said. "I'll go with you."

"No," she said, turning on him with lightning speed. "I'll handle this my way."

Projectra resumed her path from the room. As she did, she called to Karate Kid, who had just finished his short-lived battle with Virus and Manta of the Imperial Guard and who both lay unconscious at his feet. She told him of the invasion force headed to Orando and he silenced her with a glance, falling into step beside her.

As they cleared the conference hall, SteveZ stopped a few feet from her, his super-speed run stirring up a tremendous amount of dust. Her cloak and hair blew wildly for a moment as the young man came to a full stop.

"I just heard and I wanted to say--" he began.

"We will handle this, Cadet," Projectra said, somewhat haughtily reminding the speedster of his status in the Legion's chain of command, as it were. "Stand aside."

"Absolutely, your Worship," SteveZ said, stepping grandly to the side.

Continuing on, Projectra and Karate Kid neared the small Legion cruiser. Val thought it a moot point to argue with her. He saw the look on her face as they extended the boarding ramp and knew she was beyond reasoning with. As they climbed aboard, he thanked the maker of the small shuttle that it had been fitted with laser turrets.

"All aboard," came a familiar voice from the cockpit as the two boarded.

"Dream Girl!" Projectra exclaimed.

"No arguments, Jeckie," the Naltorian said, hitting the booster rockets. "You're going to need help on this one and we're here for the long haul."

"We?" Karate Kid interjected.

"We, pal," Sun Boy said, swiveling his chair around to face his friend. "Buckle up you two, take-offs are a bit bumpy."

Projectra and Karate Kid did as they'd been instructed, both slipping into the chairs behind their pilots. As they did, the little ship roared to life and lifted into the air like an angry insect. As it maneuvered into a slanted position, Sun Boy turned to Dream Girl and gave her a slight nod. He smiled broadly and hit the accelerator pad, launching the group into space.

"Let's go save a planet and kick some Shi'ar BUTT!" he said.

"NOW!" Brainiac 5 shouted, keying the sequence needed into his hand held control.

Above him, Dawnstar made an elegant arc around, downward and sharply up, nearing the temple of the large Imperial that stood easily five stories. She reached out with heightened reflexes and firmly planted the mechanical disk she held. Instantly, it adhered to the skin of the being known as Titan. As Dawnstar flew higher, she narrowly missed being swatted away like a fly by the hand of the giant. The draft, however, threw her off and she wavered in the air. Quickly recovering, the winged beauty flew still higher and when she looked back down, saw the angered giant clawing at his head...a futile effort, she thought to herself.

The thirty-seven seconds it took to reach the desired effect seemed to crawl by for the Coluan as he watched the neural inhibitor FINALLY take hold of Titan's enlarged brain. The humanoid's size slowly reverted to normal as brain activity shut down. At last, when the Imperial had reached normal size, he fell to the ground with a thud. The disk fell with a clatter and Brainiac 5 rushed to replace it with one that was of "normal" size.

"You did it!" Dawnstar said, landing softly beside him.

"Now stand back," the green-skinned youth said, turning to point his control pad at the disk that had been used to force Titan to his normal size. It was now easily the size of the Imperial's head. "We need to insure this isn't used against Gim."

The disk exploded in a shower of sparks as Brainiac 5 pressed the control pad.

"Ultra Boy has loaded Oracle, Smasher, Quasar and Hobgoblin into the stasis pods," Dawnstar said, brushing her hair back from her eyes. "I shall inform him of our new addition."

Through a haze of demonic imagery, Ayla Ranzz thought she heard the voice of her brother. She fought through the nightmare that Magick created in her head. Unlike Projectra's illusions, the Imperial's were implanted directly into the mind of the victim. Not unlike Projectra's they were incredibly realistic and wreaked the same mental havoc. It was a gargantuan feat but she pushed the images to the side long enough to mentally slip past them the way Saturn Girl had taught her to do to the real nightmares she had even now.

As she did, her vision cleared. The pain that had been erected like a mental prison eased tremendously. It didn't dissipate, nor did the visions, but the sense that she was alive again flooded her. Still pursued by the horde of nightmarish beasts, Ayla pressed forward and suddenly, out into reality. She shook her head to clear it and readjusted her sight to the figure in sea-foam green who laughed like a hyena of Earth's 20th Century.

Balling her fist, she placed the other hand lightly on the shoulder of the woman. As Magick turned, startled beyond words, the fist of the Legionnaire slammed squarely into her face. Another swift punch dazed the Shi'ar warrior and a kick to the stomach dropped her like a lead balloon. Ayla delivered the knee to the chin and the final punch to the woman and it was her turn to laugh as the Imperial illusionist fell to the ground, still as death but only unconscious. Immediately, Star Boy and Timber Wolf came to their respective senses and groggily stood.

"That was some punch, Ayla," Star Boy said.

"Thanks, Thom," she said, winking. "I do sometimes pay attention in Karate Kid's training exercises. When you aren't singing."

"Now, THAT hurts!" Star Boy said, taking to the air to help the others.

Timber Wolf joined him but Light Lass scanned the room. Nightside held Saturn Girl in an ebony cloud, Earthquake was pounding Bouncing Boy with a barrage of debris and thankfully it was all having little effect. Shadow Lass was still lying unconscious on a pile of rock, and in a far hallway...Tempest? She remembered the briefing Brainiac 5 showed them and recognized the costume. He was standing triumphantly over a very still Cosmic Boy.

Taking to the air, she closed the distance between her and the Imperial in minutes.

"Stop!" she said, causing the ivory-skinned man to face her. "Garth?" she said, her skin tone matching his in seconds.

Gladiator held a cruiser over his head as it were made of paper. He had demolished all but two of the off-world transports and the entire transport system used by the United Planets here. The Science Police barrage was having little, if no effect. The high-powered particle rifles Chief Zendak had assigned each of the fifty officer and twelve cadets were useless. He knew it, they knew it and Gladiator more than knew it.

'Rith and Todd had only just joined the fight. 'Rith's limited transmutation abilities joined Element Lad's and the two of them were clearing the battlefield of debris while Todd set up mini-blinds of darkness to hide the various Science Police officers. Unlike Shadow Lass, there was a substantial amount of solidity to his shadow. It made excellent cover for the stray shrapnel that flew through the air as Gladiator demolished cruiser after cruiser. He didn't like using his abilities in this manner but the truth was, he had little training in having super powers at all and he couldn't risk himself or the others by going in alone.

"The resolve of the Science Police is dissolving," Claudia said, her empathic abilities measuring the emotional well-being of the officers accurately.

"So is our defense!" Tiger M said, firing another volley of the awesome disruptor he held at the Imperial Praetor that tore a shiny strip of the cruiser as easily as if it were tissue.

As the purple-skinned, crimson clad figure laughed, a blur of subdued burgundy darted toward him then began to circle him with the same rapidity. As the figure circled, a small tornado was created. It built in intensity as the figure poured on the speed. SteveZ was a heroic soul, that much was not in question. His sanity at this solo deed was, however.

"Element Lad," 'Rith said, recognizing the burgundy blur that surrounded Gladiator, who tossed the crumpled ship to the side with ease. "Steve's in danger!"

"I see it!" Jan Arrah said, taking to the sky. "Stay here!"

The Trommite flew as quickly as he could to the source of the sudden dust storm that began to build around them. He signaled for the Science Police to cease fire and they responded by doing so. Element Lad flew to a vantage point above the small cyclone. As he watched, the figure of Gladiator was obscured by dust and metallic debris. As he watched, he formulated an idea.

"FASTER, STEVE!" he shouted over the low roar of the wind.

"Faster?" 'Rith said, dreading the sound of that from where she stood.

The Earthman complied to the Legionnaire's wishes and pushed his body to its limits and a bit beyond. Already, it was becoming harder to breathe but he couldn't let that bother him now. He pushed further, feeling the sand beneath his feet giving as his repeated circular path was beginning to become a trench.

As Steve ran faster, Element Lad began to change the oxygen in the air and the sand itself into something else. He wished that Condo Arlik were here. His reaction-altering power could be most useful right about now, he thought. Briefly, the vision of Chemical King's bronze statue in the Hall of Heroes flashed through his mind's eye and he shoved it to the side. No time for that, now, he said to himself.

"Get clear, NOW!" Element Lad said, and as the human raced to the clearing of the wrecked ships, he added the final ingredient to his mix of explosives. As he did, they caught fire and rocked the immediate area. Enclosing Gladiator in a sphere of gaseous hydrogen, he closed it off with a shell of oxygen to feed the explosion further and enclosed the entire thing in a thin shell of inertron.

Small dents showed on the outside from the implosion. The dirt and debris of the tornado settled finally and Element Lad came to a landing roughly four and a half feet from the inertron sphere. The Science Police held their breath as the Legionnaire lifted his hand and began to dissolve the substance. There were enough explosives on the inside to level half of Metropolis and heavily cripple the other half.

"NICE TRY, BOY!" Gladiator said, flying from the dissolving globe, his uniform in burnt tatters and his cape completely disintegrated.

Element Lad didn't have time to erect any type of defense against the solid fist of Gladiator. The Imperial's fist shattered his right jaw and the force of the blast sent him reeling into the steel hull of a ruined S.P. shuttle, shattering his collarbone and left shoulder. As he fell to the ground, he felt the slipping of his hip and the cracking of his right ankle. Blissful darkness claimed him then...

Dream Girl put the shuttle down on the roof of the Royal Castle and the four Legionnaires were inside in moments. They had barely managed to evade the Shi'ar fleet as they neared the planet, but stealth and Brainiac 5's recalibrated cloaking system did the trick. There were easily six sleek ships like falcons in orbit, Dream Girl had reported as they landed on the planet. Her blood ran cold when they counted easily one thousand troops per ship.

"We must confront them, Father," Projectra said, delivering this news as they stood in the Royal Audience Chamber.

"I have tried to prevent this very thing," the King said, his voice downcast.

"But the time is at hand, Father and you must act!"

"Legionnaire you might be, Projectra," Vovx said sternly. "But have a care, you are still my daughter and I am still your liege."

"If you do not act, there will be only a conquered world and a jail cell in your own dungeon for you to rule," Projectra shot back.

Her father's face told of the insult. He regarded his daughter for a moment. He then shifted his gaze to the four youths who stood with her. "Very well," he said, finally. "Prepare my troops...we defend our home this day!"

"Garth, it's me!" Ayla Ranzz said as the raging thing that was her brother closed the distance between them. "It's Ayla!"

"The man you knew is NO MORE!" Tempest responded, his hands crackling with lethal electrical energy. "There is only the harbinger of your death...there is only Tempest!"

At the last possible second, Light Lass reacted with an outward thrust of her hand, catching the man who had once been her brother in the grip of her gravity altering powers. He was instantly lifted off the floor but not before she was bathed in the full wash of his lightning power and jolted through and through with its energy.

What should have been a cry of pain was instead a cry of surprise. She felt every ounce of the energy enter her and wash over her but there was no pain to it. She mentally thanked Dream Girl again for saving her life. It had been Nura's ingenuity that had saved her life by altering her physiology to give her the powers she had and again, it was that same intervention that saved her again.

Tempest's body struggled to regain both its equilibrium and stable stance. Neither came to him as his body shifted in mid-air and began to spin like a top. As foreign curses in an alien tongue flowed from his mouth, Ayla saw for the first time that this Tempest, despite his appearance...was NOT her brother. Even as the form of her brother was caught up in the grip of Cosmic Boy's magnetic field, Light Lass knew that she had now lost two brothers but unlike Mekt, Garth was her twin. Part of her died watching this thing that was her brother twist and turn in Rokk's magnetic grip.

Cosmic Boy's control of the surrounding debris pulled it all together and shaped it into a constricting body-sheath of metal around Tempest. As the Imperial was coated from head to toe, Rokk lowered the make-shift straightjacket to the floor. He limped to the spot and completed the job by covering Tempest's head, allowing a grated front above the mouth so that he could still breathe.

"Are you alright?" Light Lass asked, letting Cosmic Boy lean on her.

"I will be," Rokk returned. "How're we doing?"

"Astra arrived with Hussar, Starbolt's recovered, Gladiator's still giving the S.P.s hell, Nightside and Earthquake are engaged," she returned.

"So, let's go help our comrades," Cosmic Boy said, biting back the obvious pain.

"Are you--" Light Lass began but one slow turn of Rokk's head silenced her. "Of course you are...let's go."

As they were about to leave, she looked at the encased being and a shiver ran through her. She knew her brother's voice and she knew that Tempest was her brother. It killed her to see him like that both with someone else's face and trapped like a criminal. As she turned back to give her strength to a man who was like a brother to her in every way, she steeled herself as she'd never done before. She was, after all, a Legionnaire!

"Sir, new Imperial Guardsmen arriving," Cadet Casey said, holstering his rifle.

"Sprockin' GREAT!" Zendak shouted, slamming his hand through the makeshift wall of the small encampment barrack. "Get back out there with Shvaughn and make sure we make our mark here today, Cadet!!"

"Yes sir," Casey said, going to obey his superior.

He sprinted to the small group of three officers and they were going over a plan to eliminate Hussar, who even as they spoke was taking out a small cadre of twelve hapless Science Officers with her neural whip. Casey looked at them and then to the creature that was throwing his companions around like rag dolls.

"Stay here!" he shouted, bounding into the path of the crimson-skinned creature. "'Rith! Diamond Three!" he shouted in the direction of the time-displaced team.

At once, the woman he shouted to extended her transmutation powers in his direction and Cadet Casey was coated in a thin layer of diamond. She turned to her compatriots and they'd already taken initiative and were going to the aid of their own.

Tiger M bounded over the rubble, Todd was encased in his own shadow power, Claudia's face wore a mask of determination she'd never seen before, and they were soon joined by a burgundy blur that was SteveZ. As she watched, 'Rith wished Dann-El was here to see the team she tried so hard to pull together finally acting as she'd wanted. "Team Mommy, y'all," she'd said when they'd first entered the Legion Academy. "That's what ah am, now."

'Rith turned her attention back to the problem Gladiator was proving to be. Element Lad and she were out of ideas but that was when things became interesting, she reminded herself as she concentrated on the purple-skinned menace that had started ripping apart the outlying sensor grids. The object of this personal rampage was, it seemed, just random destruction and he was doing a bang-up job, she thought, knowing the pun fit exactly.

"Hit 'em HARD!" Casey said, leading the group.

Hussar was quickly joined by Starbolt and Astra. The neural whip claimed Tiger M's body and soon, it was a projectile, hurled helplessly toward the others. Todd caught it in a cushion of shadow and after a second look, knew the poor thing was unconscious. Claudia said she would stay with him and Todd rejoined the others. SteveZ was next to attack but even his great speed was no match for the heightened reflexes of Hussar.

In a flash, the whip was wrapped around his throat and he too, was thrown into the air. It was not any of the others that caught him, but rather, Ultra Boy.

"There are easier ways to fly, Steve," the Rimborian said, bringing the Earthman to the ground. "Stick with us and maybe one day we'll give you a flight ring to practice with."

"Count on it, Legionnaire!" Steve said, rubbing his throat.

"I will," Ultra Boy said, turning on the Imperials. "Now...let's kick some--"

As his eyes locked on the woman called Astra, he saw not the pale skin, the flaming red hair and yellow costume. Instead, he saw the woman he loved and had loved since first laying eyes on her. It was not Astra that he regarded as he began to advance but rather Phantom Girl...Tinya Wazzo...his heart. As he watched, a scene unfolded that chilled him.

Casey's body began to glow a bright yellow as a bioelectric energy built in him. As it did, Todd formed a semi-circular construct behind him. Like a human generator, Casey generated a tremendous amount of energy and in a blinding flash that made even Ultra Boy turn away, Casey released the pent up dynamo. The collective Imperials were all bathed in the blast which was doubled, and double again as it passed through the multi-faceted coating of diamond Casey wore. Almost instantly, the sensory overload dropped both Hussar and Starbolt like dead weight on a ship.

Astra stood unmoving, however, her intangible body intact. "Impressive," she said in a voice that chilled Ultra Boy even more than the sight of her nearly incinerated. Taking flight, Jo Nah flew to stand a few feet from the woman. She regarded him blankly and then as a smile formed on her face, he thought it was one of recognition. She passed her arm in front of him and the long red hair-like tendrils of her forearm grazed his face and throat and he screamed in agony as he fell to the ground, clutching himself.

"Fool," she said, coldly, turning to walk away, stepping casually over Hussar.

The hair was like the long, elegant tendrils of jellyfish, beautiful and deceptively dangerous. The strands of hair were each little whips of neural disruption. They stung with three times the venom of any known jellyfish...each strand. A toxin was generated by Astra's body and fed to the strands constantly.

Ultra Boy roared with pain one last time before his face and throat went numb. He found it hard to breathe as he fell forward in the dust. His eyes glazed, his throat constricted and his nose tingled oddly. The neural toxin was spreading down his right arm and his skin took on a sickly blue hue. He watched in horror as his hands drew into claws as the poison took hold and he fell onto his shoulder. One word croaked from his throat as blackness claimed him..."Tinya."

"How long?"

"I told you before, Ord," Evolvo Lad said impatiently. "Three hours."

"What if the Legion can't take three more hours?" Duplicate Boy said, irritated.

"Calm down, Ord," Life Lass said from the back of the small craft. "We're doing what we can. The Legion will be fine."

She turned her attention to the two beings strapped to bio-beds. Mon-El's color was becoming better, more lively. It was the radiation of a yellow sun nourishing his cells. It was truly miraculous to watch. He seemed to be actually growing...like a plant. She could swear that even his hair had grown a bit since they'd left the red sun of what the United Planets had called a quarantined area.

The area had been where Krypton had been. The sun had been reborn but the planet had not. It was considerably smaller, that was true, but there were no inhabited worlds here and the Shi'ar knew this. They'd deliberately brought their floating gulag here to hide Mon-El, knowing the red sun would sap his incredible powers.

Duo Damsel, now clad in a copy of her usual costume, was also doing better but hardly up to par. Most likely, Life Lass thought, because her body was healing two selves at one time. It would reasonably take twice as long. The pallor she'd had was gone, however, as were 87% of the various drugs in her system. Checking the readings again, Life Lass was about to confirm this when it was her turn to pale.

"Evolvo Lad!" she shouted. "Get back here!"

In seconds, her teammate joined her, his body shifting into a highly advanced humanoid form with intellect to match his ability. He stood with her and peered at the readings. He had the same reaction of disbelief even in his advanced stage. He double-checked the readings and looked from the woman on the bed to the stunned woman beside him.

"Are the readings right?" Life Lass asked.

"Inarguably," he returned.

"What is it?" Gas Girl asked, coming into the back. "Is she alright?"

"She's more than alright," Evolvo Lad confirmed. "She's...whole again."

Saturn Girl was finally alone. The stasis fields that held the captured Imperials hummed with life just beyond her, but she was alone for all intents and purposes. She looked from one to the other of the Guard. Oracle was eerie even in this immobile state. The bright green light of the cortical inhibitor shone like a safety beacon. A surface mental scan told Saturn Girl that the device was performing as it should. Next to Oracle, Manta slept the sleep forced on her by the same device.

Brainiac 5 had recalibrated the one used to inhibit the prisoners at Takron-Galtos. She didn't understand the dynamics, but she'd helped him test it. It totally shut down her mind which was quite possibly the greatest telepathic mind in existence...in this universe anyway, she thought, her gaze going back to Oracle. The features in the woman were almost identical to her own and the differences were minute, at best. The pale skin, pale blue hair, but the thing that disturbed Imra was the uniform. The color was the same pink that Imra's current costume was colored in. This small likeness was unsettling.

Going down the line, Imra's mental abilities confirmed the sleep of Smasher, Magick, Titan, Hobgoblin, Quasar, Fang, and Virus. She then pushed a bit deeper into their minds and began sorting through the varied alien images. It was rather like sorting through the noodles in Chicken Noodle soup. They were all of the same variety noodle, but with each one different in consistency and length, color and thickness and...odd that she would pick this analogy, she thought to herself and then she remembered Phantom Girl's new liking of the stuff since 'Rith and the others brought the recipe with them from the 20th Century.

A vision of a moon surfaced in Manta's thoughts...a blue moon? Probing a bit deeper, Saturn Girl found tendrils of something she hadn't thought to find. The memory the woman had was not her own but...Saturn Girl pushed deeper into the memory...she'd been made to believe it was. The memory had been planted...by Oracle. Side by side with Manta's thoughts was the signature pattern of Oracle.

It was in this memory, Saturn Girl discovered, that the key to the Shi'ar AND the Imperial Guard's undoing lay...provided she could reach Projectra. It was unlikely that the Princess would be near a computer terminal on Orando, she thought. Going into the next room of the small Legion cruiser, Saturn Girl sat in a chair, looked over the status of the cloaking device Brainiac 5 had also modified and then settled back in the cushioned seat. She let her hands rest on the arms of the chair and controlled her breathing as she reached across the expanse of space with her mind, intent on reaching the Princess with the information that was vital to the survival not only of Orando, but maybe of the entire United Planets and the Universe.

"Am I disturbing you?" Dream Girl asked before entering the spacious room she'd come in search of.

"No," the Princess answered, replacing a silver-framed photograph on the dressing table she stood before. "I was only visiting the past."

"Was this always your room?" Nura Nal asked, coming fully into the room that was obviously a bedroom. "I mean, as a child."

"This was but one of many," Projectra said, turning to face the Naltorian. "As an only child, my mother and father compensated by giving me all the freedom I needed within these walls. This room, the one you came through to get here and two others adjacent to that."

"You make it sound like a prison."

"In many ways it was."

Projectra went to a large oak wardrobe that took up a great deal of the wall it seemed to support by its size rather than the other way around. She opened the doors to reveal a dazzling rainbow in all colors and fabrics. Vibrant violet gowns encrusted with jewels, blue...royal, of course, gowns in all styles, emerald green tunics, shifts in saffron, and dominating the cache of clothing were many garments in bold crimson, Projectra's favorite color.

"Jeckie, they're exquisite," Dream Girl said, honestly overwhelmed.

"They should be. They literally cost a king's ransom," Projectra said, faintly smiling. "Each one of them fits like a straightjacket."

"Don't tell me you hated wearing these."

"I didn't hate wearing them, no," Projectra said, touching a fur lined gown of matching white silk. "I hated why I wore them...daughter of a king. A princess who would one day assume the throne and the responsibilities with it."

"You seemed to have adjusted," Dream Girl said, lost really in what Projectra was trying so hard to convey to her.

"I never wanted that life. I wanted to get out and see the universe," the Princess said, closing the doors to the wardrobe. "I wanted to accomplish things on my own away from my father's name and position."

"But you have," Nura said, supportively. "You're respected as a Legionnaire."

"Hah!" Projectra responded. "If you really believe that, I have some beach front property on Pacifica to sell you."

"If there were beaches on Pacifica, I'd believe you probably would have." The other woman smiled, jumping into the joke purposefully. "I was being serious, Jeckie."

"So was I. Neither of us is taken seriously in the Legion. You're the Vamp, I'm the Lady of the Legion and we're both perceived as too delicate to do anything but provide window dressing for the public."

Projectra strode into the next room with Dream Girl following as she continued.

"Even Phantom Girl has more respect and her power is as passive as ours. Even in her phantom form, I could make her jump through proverbial hoops with my own."

"Jeckie, I've never heard you so bitter," Nura said, stopping her friend. "Are you truly that frightened?"

"Truthfully, I am frightened for my world and my reputation as a Legionnaire. If we lose Orando this day, I not only lose my world but any respect I might have garnered for defending it."

"So ego sent you here with only the four of us instead of waiting for help?"

"Yes," Projectra admitted. 'And because of that, I may have doomed us all."

"Don't be silly," Nura said with a smile, leading her friend out into the main hallway. "All we have to do is make sure we don't lose and then we go back home and make everyone take note. You'll see, things will be fine."

"How are you feeling?" Evolvo Lad asked.

"A bit disoriented," Mon-El said, sitting up from the bio-bed. "Where are we?"

"On our way to the conference," Life Lass said, matter-of-factly.

"My head is still swimming."

"It's the residual effects of the trace drugs in your system and the minute lead poisoning," Gas Girl volunteered, relaying the readings she had taken earlier. "The Shi'ar flushed your system of your anti-lead poisoning serum. We've synthesized more and you've been given a new injection. It should be taking full effect soon."

"Where are my clothes?" Mon-El asked, unabashedly standing despite his full nudity.

"I took the liberty of having this replicated," Life Lass said, holding a suit of clothes slightly different from that he usually wore. "I hope you like it."

Lar Gand made it to his feet shakily as he took the clothes. He took them from the hanger and laid them out on the bed. He put on the shirt, a starfield design like the costume Star Boy wore. Next, he pulled on the crimson bodysuit and slipped his arms in the sleeves. It had a plunging neckline that accented the shirt underneath it. He pulled on the dark blue boots and fastened the gold belt around his waist. Lastly, he clasped the long blue cape by the large gold disks at the shoulders of the bodysuit.

It wasn't loose and baggy like his old suit, but he liked it. It somehow fit him. He smiled and faced the Heroes of Lallor. They each regarded him with an approving smile and a nod that told him he was again the hero they thought him to be.

"Very..."

"Snazzy..."

"Mon!"

Mon-El turned to the side door of the med-lab to gape in wondrous astonishment at the sight he was witnessing. As he watched, three women entered into the small room and all of them were Luornu Durgo...the one time Duo Damsel, the one time Triplicate Girl. Each woman regarded the other for a moment and then settled their gaze on him.

"How?" he asked anyone that could answer.

"Apparently, the Shi'ar are dabblers in cloning," Evolvo Lad said. "They created or recreated, I should say, the third of Luornu's bodies and it naturally integrated itself into the host or main body as if it were supposed to be there."

"I was supposed to be there," the third Luornu said, smiling. "I'm not as familiar with things as the others but I am learning more as we merge."

As if on cue, the three bodies formed a single one and Duo Damsel regarded her rather dumbstruck team mate. She smiled a dazzling smile. "Something good came out of this, after all," she said, cheerfully.

"Are you really alright, Duo Damsel?" Mon-el asked.

"Yes," she replied. "And you can call me, Triad!"

"Are you sure this is going to work?" Cosmic Boy asked the woman he'd known longer than any Legionnaire and trusted even moreso.

"No," she said, honestly. "But, it's the only chance we have."

"Evolvo Lad contacted us via the com-link and Lamprey patched us in," he said, turning to the console. "They have retrieved Mon-El and Duo Damsel. They'll be here within the hour at their current speed. We'd have to time it just right."

"I know this," she responded, her voice edged with worry.

"What if they don't honor your challenge?" Rokk Krinn said, turning to face Saturn Girl.

"It's the one challenge they CAN'T refuse."

"When the shuttle reaches Marisis," he said, turning back to the console, "do it. I just hope we can hold out that long."

"Organic beings, we are Warstar," a hulking mechanical thing said, stomping its way toward a small collection of Legionnaires that hovered around the limp form of Shadow Lass. "We offer you a choice--honorable surrender, or honorable death!"

"Some choice," Timber Wolf quipped.

"Shove it down your tailpipe, rusty!"

Warstar's helmeted head swiveled mechanically to the source of the new voice. As he did, he was hit squarely in the central section of his chest and knocked severely off balance. He stumbled and was about to regain his equilibrium when his armored feet left the ground courtesy of Light Lass. Almost instantly, the top section of the thing sprang open and the second being that made up the whole lunged from it toward Timber Wolf. Again, the same Legionnaire came to the rescue of his friends, his rubberized body providing an effectively annoying shield.

"B'nee," the second metallic being called as he regained his footing. "Initiate artificial gravity immediately."

"We are trying, C'cll," the larger half of Warstar said, still rising toward the ruined ceiling of the conference room.

"Thanks, Chuck," Timber Wolf said to his friend as Bouncing Boy regained his form.

"Think nothing of it, pal," he responded. "Let's do it!"

Again, Bouncing Boy inflated himself and Timber Wolf picked him up like a beach ball to aim him at the floating B'nee. With the aid of his heightened senses, Timber Wolf had picked a location on the being that would be most effective and was about to launch Chuck Taine when they heard a familiar voice behind them.

"I think you need some extra weight," Star Boy said, using his power to increase Bouncing Boy's mass.

"Thanks, Thom!" Chuck said. "Just what I need while I'm on my new diet!"

"Right!" Timber Wolf said, hurling the Legionnaire toward B'nee.

Bouncing Boy's round form slammed into the portion aimed for with incredible force and with the added mass, like a small meteor as he activated his flight ring at the moment he left Timber Wolf's hands. The point of impact on the thing dented massively as Chuck ricocheted off and unintentionally slammed into the second part of Warstar.

"NO!" C'cll screamed, hitting the ground hard, sending debris flying.

Chuck Taine was hit with Light Lass' gravity cancelling power with just enough of it to negate the effects of Star Boy's abilities while C'cll was grounded instantly by the same. This simultaneous display was truly remarkable as the man and woman stood together, took aim and applied thier power to the two individuals. Remarkable in that it was a maneuver that looked as if it were as natural as breathing for the two and had never been rehearsed in any way.

"Yeah!" Star Boy said, turning to her and raising his hand.

"We got 'em!" Light Lass said, bringing her hand up to slap his soundly.

"The king has gone to the South Ridge to lead the army," the small-framed centurion said, addressing his Princess on bended knee. "The Shi'ar invasion force has landed and almost every Orandian has picked up an arm to defend their world."

"Then add your might to their own, Derrian," Projectra said.

"Y-Your Highness," the stunned lad said, raising his head in astonishment. "You remember me?"

Projectra crossed to him and put her hand under his chin to raise his face fully to hers. She bent regally and kissed the young man softly but surely on the lips. When she stood again, she smiled brilliantly.

"Who could forget one's first kiss, eh, Derrian?" she said.

The man stood and put his open hand to his chest in salute. "I have never forgotten that day under the heavy branches of the peach trees, Majesty."

"Nor have I, sweet one," she said, fondly recalling the girlhood memory.

"My wife doesn't know," he said, blushing a bit.

"Nor does my Val," she admitted. "Something we share, then, Derrian."

The brave soldier leaned forward and kissed Projectra as she had done him and as he had done so many years ago. When it was his turn to stand, his face had become the face of a devoted subject of the realm. His stance was that of a warrior trained by the best and ready to use that training to defend his home.

"Your Highness," he said, bowing low before leaving to join his squad.

"What's the news, sweetheart?" Karate Kid asked, entering the room as the soldier was exiting. Sun Boy and Dream Girl followed.

"Father has led the army to the South," she said.

"But Jeckie," Dream Girl said. "Our sensors say the smaller command ship is headed here to the palace."

"WE will deal with them, Dream Girl," Projectra said resolutely.

Astra and Gladiator stood together with Nightside, Earthquake and Starbolt on the small ridge of what had been the landing strip. Around them, bodies lay scattered like the toys of a child. Some were unconscious, some were much worse and still the status of some were unknown. Like the conquerors they perceived themselves to be, the foursome stood admiring their handiwork with a glee that defied explanation.

"They are sheep," Nightside said, surveying the carnage.

"No," Starbolt said with an unmistakable hatred. "They are not that intelligent."

Science Police Officers lay everywhere, draped over various pieces of ruined machinery, parts of what had once been might starships, agile shuttles and precision craft of many other kinds. Cadet Casey was one of those. Still encased in his diamond sheath, he lay barely breathing amid the wreckage, listening to the boasting Imperials and his blood boiled.

Beside him, barely a few feet from him lay three of his teammates. 'Rith's forehead was bruised badly and she was breathing with a shallow rattle. SteveZ's still form frightened Casey because of the impact the man took from Starbolt's fiery hands. Lastly, Claudia's limp form lay across the destroyed control panel of a Mark 292. It was all his fault...of all of them, his power was the strongest. He couldn't save them, he thought, tears streaming along his cheeks.

/No./

"What?" he whispered in shock.

/It's Saturn Girl, Casey. Be quiet and feign unconsciousness. I'll explain what I want you to do./

/But...I...I can't./

/YES, YOU WILL, CADET CASEY!/

Casey's tears choked in his throat. He'd never 'heard' that tone with Saturn Girl.

/You will listen to me and follow me to the letter, do you understand!/

/Yes.../ he returned, his thoughts reverting to his SP training.

/Now.../ Saturn Girl went on. /I'm sorry for being so hostile, but we are in dire straits to say the least and I needed a clear head./

/Why me? Are all the others...?/ he thought, not wanting to finish it.

/A super-powered clear head,/ Saturn Girl added quickly. /Now, here's the plan./

"I have to help, Brainy!" Dann-El said, the shoulder she'd injured only just beginning to heal with the help of the medi-kit's splint. "They need me!"

"Be still, young lady!" Brainiac 5 retorted. "Unless you'd like a hypo-spray."

"I'd be too fast for you!" she returned snappily.

"Do NOT count on it..." he said, deadly serious. "I have an aim that would make Mon-El hang his head."

Dann-El was silenced and the Coluan went on about his work, making adjustments and fine tuning the thing that he hoped would be a last resort. Gladiator was Mon-El in a different package but this should do it. Gladiator had no weakness to lead and no discernable weaknesses that he could find and this was the only way, he told himself.

"What the heck is that thing?" Dann-El asked.

"Something that almost destroyed a man's life and that will hopefully save ours."

The massive doors to the main throne room swung open and slammed into the walls on either side with a heavy thud. A statuesque woman entered. She was dressed in a dark blue bodysuit and fitted with gleaming armor that looked to be paper-thin but had the durability of inertron. Upon her head was a rounded triangular helmet that added to her height. A fierce look emanated from her pupil ess eyes as she surveyed the room.

"Attend me!" she shouted over her shoulder, the accented lilt in her voice slightly shrill but hard. "Now!"

"How DARE you!" a voice echoed in the hall, causing the woman to whirl around.

Upon the throne, the figure of a second woman materialized. She too, wore a bodysuit, this one of deep crimson. She too, wore a suit of gleaming armor but where hers was brilliant gold with silver inlay, the intruder's was silver with no inlay and no ceremony to it. The enthroned woman wore a thick crimson cloak that spread behind her like great wings just as the intruder's own cerulean cloak billowed now from unseen wind.

"BOW!" the enthroned woman shouted, her voice hard and stern.

"What?" the startled intruder said, obviously insulted. "I am Lilandra, Majestrix of the Mighty Star Empire of the Shi'ar! By Sharra and K'ythri, I bow to no other!"

The woman rose from the gilded throne and began to burn in a fiery aura. Her eyes lost their pupils and she raised her arms. As she did, the floor around her exploded in flame but she stood in the center of the mini-inferno as if bathing in its heat.

"You stand in the Royal Presence, offworlder!" she said loudly. "Have a care, I am Projectra, daughter of the Magicks that were ancient when the worlds were infants! You DARE to invade my world and then further presume you can walk in and enthrone yourself on its seat of power?" Projectra paused. "What erroneous arrogance!"

Lilandra stepped only a step forward, her eyes narrowing. "I will crush you!" she said, seething.

"I think not!" Projectra said, the flames rising higher.

"GLADIATOR!"

The Praetor of the Imperial Guard whirled to face the source of the shout. It was the woman! The Legionnaire telepath...Saturn Girl, he thought. The woman is mad to brazenly challenge me in this manner. I will crush her into powder, he continued.

"I issue a challenge!" Saturn Girl said, other Legionnaires flanking her.

"A challenge?" Lilandra said, surprised at Projectra's announcement of a challenge.

"Yes," Saturn Girl said, feeling the amusement in Gladiator's stunned response to her words. "In the name of the Legion, the United Planets, the Federation---"

"And my world of Orando," Projectra said, her voice booming. "ARIN'NN HAELAR!"

"How did you know of the Arin'nn Haelar!" Gladiator roared. "It is the most sacred of Shi'ar traditions! To issue this challenge..."

"Means you are honor-bound to accept it!" Saturn Girl said. "You cannot deny it."

"Then by all means, Titanian," Gladiator said, planting himself firmly on the ground. "Bring on your forces! We have been challenged and we accept the challenge in true Shi'ar form but mark my words, you will REGRET this course of action!"

"I DOUBT THAT!" came a voice from above.

"THE DAXAMITE IS FREE!" Starbolt said, furious. "HOW!"

"It doesn't matter how, imbecile!" Gladiator said, throwing his arm to the side and effectively knocking Starbolt out. "He is MINE!"

"Foolish girl!" Lilandra spat. "This challenge only insures your death and the acquisition of your planet into the Star Empire!"

"It's a trick!" Nemesis Kid said from the door, eyes blazing and fists clenched.

"So, you have brought your lackeys!" Projectra said, eyeing the man dangerously.

In that moment, Dream Girl, Karate Kid, and Sun Boy materialized beside her. The fire died down and Projectra stood with them, clad in her armor and wearing a look of determination that defied any assault.

"And you, yours," Lilandra said. "If battle will solve this, then battle it is."

"It is a trick, Majesty!" Nemesis Kid protested. "Projectra is an ill--"

"Silence, cur!" Lilandra shouted, cutting him off. "I am the one in command, here!"

"Bah!" the villan shouted, lunging madly for the assembled Legionnaires. "Enough talk! KILL the Legionnaires!"

As if on cue, two other figures appeared in the room. Lazon's bright form burst into the room with a blinding intensity and headed directly to Sun Boy, who took to the air and missed being pummelled by the oncoming alien. A deadly whirring and the flash of silver heralded the entrance of the deadly Silver Slasher who targeted Dream Girl upon her entrance. The Naltorian had only moments and the added edge of a premonition of this maneuver only hours before. She sidestepped the initial assault almost with time to spare.

Nemesis Kid leapt to Karate Kid, a deadly swing of his right arm catching the Legionnaire off guard and by the chin as Val's head shook with the impact. He regained himself and swung again, rattling the man's jaw and again, jarring him further. As he swung again, Val caught the man's hand in his own.

"That's enough, Hart," Val said, dangerously.

Mon-El took several blows before returning one that sent Gladiator smashing through one of the few walls that were left intact of the conference hall. Before the violet-skinned Imperial could recover fully, Mon-El had flown through the hole and was standing a few feet from him when he shook the dust from his mohawk and regained his footing.

"You've destroyed my world!" Mon-El said, his eyes flaring with energy.

A flash of heat vision hit the hunk in the chest, pushing him to step back.

"You've hurt the woman I love..." Lar continued, taking a step forward and increasing the output of his heat vision. "TWICE!"

This time, a solid fist connected with the jaw of the alien and a loud crack resounded in what was left of the domed building. Gladiator reeled and was sent through a solid inertron support beam. Tons of rubble fell from a platform held large portions of the ceiling; the support beam the only thing that kept it from collapsing when the roof had.

"You've PUSHED and BULLIED your way into our universe!" Mon-El shouted, throwing the rubble aside to take the front of Gladiator's uniform and lift him free of it. "And I.." he continued, taking flight. "...WON'T..." he said, taking aim. "...HAVE IT ANYMORE!"

With the force of his incredible anger behind the action, Mon-El threw the form of Gladiator to the floor of the structure. Like a bomb of some sort, the purple being smashed through the rubble that littered the floor and continued easily five more feet into the ground. As he plunged downward, the earth spewed up like a geyser only to fall back in on the hole created by Gladiator's body. With his heat vision, Mon-El cut the support cables and the platforms they held, releasing ton upon ton of rubble and debris which fell into and on top of the makeshift grave he'd made with Gladiator's body.

As the dust was settling, Mon-El landed on the floor and was about to finish the job he started and was surprised by the lack of remorse he had for what he'd done. Maybe Gladiator was alive, maybe not, it didn't matter. The thought of Shadow Lass being hurt not once, but twice was the only thing ringing in his head followed so closely as to be the same thought, the death of his entire planet and for what? Cosmic rule of a universe that didn't even belong to them. Unforgivable!

"Are you alright?" Colossal Boy asked from the latest hole in the crumbling structure that had only hours ago been a magnificent example of craftsmanship of the highest order.

"I will be." Mon-El responded, not meeting the worried gaze he knew waited on the younger boy's face. "I will be."

"Where's Gladiator?" Gim Allon said, stepping though the hole and proceeding to where his teammate stood.

"I'M HERE!"

The deluge of dirt, plasti-crete, inertron and other debris rained down on the stunned Legionnaires as Gladiator literally tore through the makeshift grave he'd been placed in. He flew straight up, flinging dirt from his person by spinning like a mad dervish. When he came to a stop in mid-air, he looked down to the two men. One, the one called 'Colossal Boy' was lying on the ground, scarlet spilling from his temple and a gash in the chest of his costume. Pathetically weak, Gladiator thought as he smirked his approval.

The other, Mon-El, even now was facing him, his face angry and dirty but untouched, otherwise. This would be enjoyable, he thought, steeling himself as the young Daxamite flew toward him. The youth's speed was amazing. Even so, as the diamond-hard fists were about to connect with his face, Gladiator caught Mon-El's wrists with amazing reflexes and redirected the momentum of the Legionnaire's flight. Letting go, he actually laughed as Mon-El hit the ground and plowed up a neat row of the floor to smash into the speaker's platform.

Rubble rained down on the brunette's head and as Mon-El stood, he shook it off. He mentally activated his flight ring, the "L" shining as bright as a super-nova in his mind's eye. He felt the weakness in his body as he stood. The exposure to the yellow sun here was not as quick to be absorbed as the one of Earth. He closed his eyes for a moment to clear his head. Opening his eyes, he released the stored energy in the form of his awesome heat vision, blasting Gladiator in the chest. As he took to the sky, Mon-El was intent on not letting up, slamming the Imperial with another volley of super-heated energy. Grabbing the front of the crimson uniform, the Legion power-house threw the alien through the now-empty tiers...four of them.

Pouring on the super-speed and using the power of the flight ring, Mon-El reached the groggy form just as the Praetor was trying to stand. Taking a handful of inertron cables, Mon-El set about tying them around and around the figure. This manuever took all of 37.9 seconds and when he was sufficiently bound, Mon-El gave the entire thing a burst of heat-vision, melting the metal together in seconds. Reaching out then, he took Gladiator's shoulder and gave it a mighty shove, setting the cocooned Guardsman spinning like a top...boring into the ground as he did so.

"BASTARD!" Gladiator screamed, the earth coming quickly up around him, pinning him further inside his metallic straightjacket.

"You've NO idea!" Mon-El said, picking up a fallen support beam and shoving it into the hole after him just as the figure finally stopped spinning. Another blast of heat vision melted the pole to slag and effectively filled up the hole. This wouldn't hold him forever, but it would buy him some time, Lar Gand knew as he flew to his friend.

"Gim..." he said, lifting Colossal Boy's head into his mighty hands. "Can you hear me?"

"Why do I...always...ask such...stupid questions..." Gim said, a faint smile on his face.

"We'll get you to help, buddy," Mon-El said, lifting his friend and flying through one of the many holes to the outside.

"LOOK!" Astra shouted the moment he was visible. "Gladiator is defeated!"

"As are you all!" Light Lass shouted from where she and some others were still tending to some of the fallen Science Police officers.

"BAH!" Astra said, flying directly toward Ayla.

She nearly reached the Legionnaire when a heavy boot sole connected solidly with her chin, slamming her to the ground with a heavy thud. Landing, Timber Wolf smiled at his unconscious handiwork. He looked from the body to Ayla and then, doing a double-take, back to Astra. That was when he saw the face of his former teammate..."Phantom Girl?"

"Not her, too!" Ayla gasped. "First Garth, now her?"

"What?" Timber Wolf said, obviously not following.

"Garth...he is..Tempest, somehow. The Imperial Guardsman..." Ayla said, trying to choke back tears. "The Shi'ar did it to him."

"Easy..." Brin Londo said. "We'll find a way to reverse whatever this is."

"DOUBTFUL!" Earthquake said, using his power to upheave several square tons of debris, rock and the Legionnaires that stood there. "Pathetic!"

"THAT..." came a voice behind Earthquake as a painful blow to the back was felt.

"Wasn't very..." said the same voice from the other side as a sharp pain registered to the side of his head.

"...NICE!" said the same and final voice, just before blackness claimed him.

All three forms of Triad stood together for a moment before helping Timber Wolf and Light Lass to their feet.

"Luornu?" Ayla asked. "Is it really you?"

"BABY!" Bouncing Boy said, bounding over to her. As he reached her, he regained his stature and grabbed her. Without preamble, he kissed her.

"What about us?" the other two bodies of Triad asked in unison, a hand on each hip.

"What?" Chuck asked turning to them.

"I'll explain later," she said. "Right now, we need to help Colossal Boy, he's hurt."

Cosmic Boy reached out with all of his magnetic might. It wasn't like the circular rings used to represent his power in the Saturday morning Earth Holo-Toons, he thought as he searched the surrounding rock for traces of metal he could grab onto. It was more like finding the holes in the round balls thrown at white pins in that game Karate Kid liked so much...

Finding a significant amount of ore in an equally significant amount of rock, he hurled them at the flying form of Starbolt. As each left the ground, Star Boy created a gravitational circle through which each passed and their weight increased over 25%. Not enough to truly hurt the Imperial, but sufficient to knock him from the sky and end the fiery rain of lava that assaulted them at regular intervals.

In the sky, Chameleon Boy had taken the form of a Teruvian Ice Dragon and was spewing what was, by all intents and purposes, liquid ice. As it would near the darting Imperial, it was evaporated. Evasive maneuvering, super-heated lava blasts and a keen eye on everything made Starbolt a more than formidable foe. Added to this, the super-sharp spikes of shadow fired at all of the Legionnaires by Nightside, who was also airborne and in step with the fiery being almost move for move and they made a lethal duo.

"I can diffuse most of the blasts by eliminating the oxygen from them," Element Lad said as Saturn Girl bandaged Colossal Boy's head. "The trick is to turn it to something not flammable!" he continued, turning a couple of oncoming barrages to gold, lead, and silver. The remaining heat was still enough to melt the metallic elements almost to liquid. Each landed hard, splashing the ground where they hit with their new metallic composition. Those that weren't converted were easily hit into the atmosphere by Mon-El, who was about to attack the source directly when he heard the shaking of the conference hall and the crumbling of masonry and metal.

"Bloody nass!" he said, silently. "Not again!"

"You are NOTHING, girl!" Silver Slasher said, her finely honed talons raised as she advanced on the retreating body of Dream Girl.

They were in the far corner of the throne room and Dream Girl's usually active imagination in the face of an enemy was quickly fading. She was running out of options and room. As her back registered the hard brick of the wall behind her, it took all she had to suppress the gulp that tried to escape. Slasher's smile widened dangerously as the villain closed in.

At the last possible moment, Dream Girl ducked to the ground. Small pieces of rock and what was now gravel rained down on her as she heard the terrible shriek of metal on rock. She knew the almost indestructible talons had gone through the thick rock of the castle wall and that the next target would not be half as resistant. Human flesh tended to rend rather easily in the wake of sharpened metal, she reminded herself.

Looking up through the haze of her own hair, Dream Girl saw the gleam of silver and knew it was the Slasher's body. Inspired by something Thom did when he and she had showered together and he'd dropped the soap, Dream Girl reached up, grabbed the waist of the woman as Thom had done her and also as Thom had done, flew straight up with her, willing herself to maintain maximum speed in minimum time.

With a loud SLAM, the Silver Slasher's metallic body crashed into the ceiling. Hearing an audible exhale, Dream Girl knew her ploy worked and she heaved the body to her right, letting the villain crash to the floor with an equally loud thud. It was a long moment before the Silver Slasher would regain her footing. Dream Girl flung her hair back and took a deep breath. She looked at the gleaming ring on her right hand and the bold "L" in its center and smiled. "Thanks, Brainy," she whispered.

Sun Boy evaded Lazon again but only barely. Taking a nearby tapestry from the back of a couch, Dirk slung it toward the oncoming villain. Effectively wrapped up in the voluminous fabric, it was child's play to use the momentum Lazon had built up to send him crashing into a nearby wall. With a loud groan, the villain's brilliance faded and he slumped to the floor, the tapestry still wadded up and tied around his head.

"Not very bright for someone with the speed of a comet." Sun Boy said, turning back to the fight in the room...or fights, as it were.

Karate Kid's training with Superboy was proving effective. He was matching Nemesis Kid, but only barely. As he adapted his own style, Hart was seconds away from doing the same. He went through all the different fighting styles of the Durlan Katcha, the Winathian Grate, the Naltorian Strangle-hold and many other techniques he'd learned from various studies. With every movement, the man called Nemesis Kid, for good reason, matched him or in some cases, anticipated him.

"Give up, boy!" Hart said, almost laughing.

"Never!" Val said, thankful for the break as the boastful youth paused. "You had so much potential, Hart."

"Oh, spare me your heartfelt babble, Val!" Hart said. "That 'potential' is being realized with the Shi'ar! Lilandra appreciates what I can do!"

"And what is that?" Val said, forming a new strategy. "Take orders like the lapdog you are, Hart? Is that your great realization?"

"I'LL KILL YOU!" Nemesis Kid said, flying into the Legionnaire, fueled by rage.

"Maybe some day!" Karate Kid said, merely stepping out of the way. "But not today!"

Even as she neared the duo, Dream Girl felt a chill at both the sight she witnessed and the words that Karate Kid uttered...like deja vu only in reverse. It was a premonitory feeling like she was witnessing the prelude to something but what, she was not sure. She watched the roiling fury in Nemesis Kid as he regained his footing and stood to face the Legionnaire.

"You've seen my adaptations before!" Hart said, a malice in his voice that was without match or measure. "I've been outnumbered, but NEVER beaten!"

Dream Girl was mesmerized...unable to move as the two combatants faced each other.

"You KNOW I could defeat Superboy...KILL Mon-El!" Hart said, reaching out and taking Karate Kid by the head, a sneer crossing his lips.

Even as she watched, Dream Girl knew she was seeing the future...it was a vision...

"What makes you think you're so tough, Karate Kid?" Hart said, taking Val's head and bringing it down hard against his knee with a sickening KRAK!

In the vision, Karate Kid wore the tattered remains of a pair of pants and boots and wore gleaming silver gauntlets. His face was bloody and puffy with bruises and swelling. Blood ran down his face and into his eyes. He was then back against a wall and Nemesis Kid closed in on him...a gleaming "L" on his left hand. The impact of that hand against Karate Kid's face...the gush of crimson..."YOUR..." Hart said, crushing the bridge of Val's nose. "LIFE..." Hart continued, drawing his hand back. "IS..." he said, slamming his fist into the face of her friend. "OVER!" he said, drawing back a bloody hand.

Karate Kid's body slumped to the ground with a moan. "UHHHH..."

"NOOOOO!" Dream Girl said, slumping to the ground with the force of what she saw.

"Dream Girl?" Nemesis Kid said, turning his face to the fallen woman.

This moment was all Val needed to reach out and take the yellow and green clad arm, reverse his weight and slam the villain to the hard stone floor. An echoing "CRAK" marked the shattering of Hart's jaw and the following "THUD" spoke of the fact that the villain was out for the proverbial count.

Standing, Karate Kid pulled the white tunic he wore down and sprinted to where Dream Girl sat, one knee bent and the other under her. He helped the Naltorian to her feet and when she looked into his brown eyes, she burst into tears, falling into his arms. Her sobs wracked her body as he closed his arms around her.

"I'm so sorry..." she said against his shoulder.

"It's alright..." he said, smoothing her hair. "He's out."

She couldn't bear the pain she felt at the knowledge she possessed. One day when they were much, much older, this same battle would take place and it would be Val Armorr who would fall...and he would not rise again.

"I have had enough, upstart!" Lilandra said, regaining her footing. "By Kythri's bloody claws, woman...I will have this planet and this UNIVERSE!"

As Projectra knelt on the floor, her head rose with indolent speed...inch by inch. As her eyes met those of the Majestrix, a strange glow surrounded her, spreading from her ivory hair to the rounded shoulders to her feet. The blue of Projectra's eyes faded and the white space that was left became a glittering gold.

Projectra rose up to her knees, her body suddenly bursting into flames. As Lilandra watched, the figure of the woman she'd just engaged in combat began to burn but the flames seemed to have no effect. At either side of her, the three Legionnaires turned to regard their comrade even as the Princess stood to her full height. Her hair grew as they watched and began to whip around her face in long, full curls that shone like polished ivory.

"You have invaded our universe, Lilandra," Projectra said, her voice deep and resonating in the small chamber. "You have upset the order of this universe by destroying a world that had done nothing against the universe but exist."

Projectra spread her arms and her long cape expanded as a hot gust of wind blew from behind her to batter the senses of the Majestrix, who stood with the help of her staff. The body of the burning woman began to take on a liquid quality and when it reformed, it was a crimson bodysuit with a gleaming chestplate that seemed to be in the stylized form of a bird. It melted, reformed, and melted again to be reformed as it was. The rest of the armor the princess had worn dissolved into nothingness as she began to rise.

"And NOW..." she continued, the flames spreading around her like wings. "You seek to ravage and plunder THIS world as you have done countless times before!"

Lilandra shook with a beginning fear. She had only seen this once before and it had almost destroyed her and her dreadnaught. She clutched her staff as if it would save her from the growing fury that she was witnessing and that her senses told her could NOT be happening even as she felt the heat from the flame.

"I will NOT endure this insult again!" Projectra said, a tremendous flash of fire, heat and wind shattering the roof of the throne room.

Rain, rock, and the immense heat of the figure that was Projectra rained down on Lilandra, the recovering figures of Nemesis Kid, Silver Slasher and the collective Legionnaires, Sun Boy, Karate Kid and Dream Girl. As the six figures looked on, they could not believe what they were seeing and their senses took leave of each of them as they watched.

"YOU WILL LEAVE HERE, LILANDRA OF THE SHI'AR!" Projectra said, her voice sounding as it it were coming from Heaven, Hell and any limbo in between. "YOU WILL TAKE YOUR FORCES AND RETURN TO YOUR OWN WORLD OR I WILL REND YOU LIMB FROM LIMB AND SCATTER YOU AND YOUR IMPERIAL GUARD ACROSS THE COSMOS!!!"

Projectra's body was no more as the flames consumed her and in her place was an immense bird, wings unfurled and roiling with the regal fury of the very cosmos, itself. It was no longer human, no longer a thing of flesh and blood. It was a force of the universe...of every universe across infinite multi-verses. It was a primal force second only to the Creator...it was...

"Phoenix..." Lilandra breathed, barely audible to any but her as she sank to her knees.

"YES, LILANDRA OF THE SHI'AR!" the thing said. "I AM PHOENIX...REBORN FROM THE ASHES TO AVENGE THOSE WHOSE SOULS CRY FOR JUSTICE!!!"

"Mercy...." Lilandra said, backing away. "I beg you...mercy."

"LIKE THE MERCY YOU EXERCISED ON DAXAM!"

A wave of the Phoenix and the room exploded. Rain pummeled them all, Legionnaire and villain alike. Rock flew in all outward directions. Lilandra hit the comm-badge on her ornate cloak brooch. A small chirp signalled the opening of the comlink.

"Get us out of here..." she said, barely audible.

"Majestrix?" came the voice of her commander.

"Do not question me, Sh'Dari," she said, her eyes never leaving the flaming bird.

"We are experiencing an enormous energy surge..." the commander said.

"It is Phoenix," Lilandra said, dreadfully.

"The Chaos-Bringer, here?"

"We are withdrawing..." she returned.

"A WISE CHOICE ON YOUR PART...AND RETURN NO MORE!"

In an arc that would have made Dawnstar envious, the enormous bird of flame swooped into the air and folded in upon itself to disappear in a blinding flash of light. Lilandra's form similarly dissolved almost instantly afterward.

"No!" Nemesis Kid shouted, reaching toward the dissolving figure. "You can't leave us here! We are yours to command...yours to--"

"Shut up, Hart!" Sun Boy said, a solid left to the face silencing the blond villain.

"Now, you DIE, boy!" Gladiator roared, swinging the giant strut from the support structure of a nearby cruiser.

The beam impacted with the invulnerable skin of the Daxamite and shattered, sending shards of metal across the damaged landscape. Quickly, Element Lad manipulated their mass up the elemental scale, transmuting them into harmless gas. Cosmic Boy caught others and flung them back at the Imperial to no effect. Able to do nothing else, 'Rith transmuted a fraction of oxygen in the air to nearly impervious metal, deflecting the shards from striking her injured comrades and herself.

Mon-El sidestepped the following blow and deflected the upcoming blow of the enraged Guardsman. Repeating an earlier move, Lar Gand slammed the being through what was, by now, a shell of a building rather than the grand conference hall it had been. The spider-web-like structure finally gave in and collapsed in a cloud of dust and a rumbling like the defeated moan of an ancient god in his death-throes.

As the rubble settled, Mon-El landed roughly twelve feet from the ruined dome...waiting. As he surveyed the scene, he couldn't use his X-ray vision and felt the rest of his abilities lessening. He had taxed himself beyond the point he should have without being at top strength to begin with. He wasn't strong enough now to stand, it seemed. If Gladiator rose this time, he wasn't sure he'd have the strength to do anything about it. He took in a ragged breath and looked around at the carnage the Imperial left in his wake...it sickened him.

Just as the rubble of the building began to stir, a small craft descended from nowhere to land just feet from where Mon-El stood. The tattered remains of his costume and his disheveled hair blew wildly in the air stirred by the ship. The ramp descended and Cadet Casey disembarked from it. Brainiac 5 followed as did three unlikely passengers. The first carried a rifle as the Science Police did and oddly was without his usual uniform that more than marked him. The second, a woman with short raven-hued hair and the third, a sandy-haired man also wore matching uniforms instead of their usual attire. They all wore the uniform of the Science Police. Mon-El blinked to see them all carrying rifles of strange design.

Brainiac 5 came to stand with him and unfolded a tri-pod upon which he put a small metal box. The four Science Police officers flanked him, drew their rifles and took aim at the shifting rubble that had once been the conference hall. Brainiac unfastened the box and the sides fell away to reveal a small rounded device.

"What are you doing with that and why are the Subs here?" Mon-El asked.

"Officers Vakk, Jath and Wentim are equipped with disruptors," the Coluan said, coldly. "Cadet Casey is to operate the projector while I protect us all with my force-field belt."

"No, Brainy," Mon-El said, fatigue setting into his voice. "You can't do this."

"It's a last resort."

"But, you've never been to the Phantom Zone," Mon-El said, pain in his voice. "I have. You're sentencing Gladiator to living death."

"As he did Daxam."

"Wrong," Mon-El said, hearing the crashing of rubble in the distance and he knew Gladiator was rising. "He was a tool of the Shi'ar."

"Nonetheless," Brainiac 5 said, aiming his force belt.

"Listen to me!" Mon-El said, taking Brainiac 5's arm and turning him around. "I won't let you do this. He was following orders the same way we do for the U.P. He didn't push any buttons...he didn't DO anything but follow orders. He doesn't deserve this...no one does."

With the last of his power reserves, Mon-El turned to the stand and incinerated the Phantom Zone projector. As the mechanical thing disintegrated, Gladiator rose like a leviathan from the debris. He looked around him and his gaze settled on Mon-El. He clenched his fists and stepped fully free of the mess around him. He took one, then two, then three steps before taking to the air, his target fully in view.

"We've got him!" the former Stone Boy said, taking aim.

"Target acquired," the former Color Kid said, also taking aim.

"Belay that!" the former Night Girl said, watching Mon-El take a step casually away from them. As she watched, she hoped upon hope that she wasn't seeing the suicide of one of universe's most powerful and respected champions.

Seconds before Gladiator reached the Legionnaire, a curious blue glow surrounded him. In moments, the purple-hued man faded from sight and was gone. Mon-El turned just in time to see the same thing happening to Earthquake, Starbolt, and Nightside. Curiously, Astra remained, he noted.

"What happened?" Cosmic Boy said, looking around.

"Cosmic Boy, this is Lamprey aboard the shuttle!" came a voice from his comlink.

"Go ahead," he acknowledged, pressing the receive button.

"The Imperial Guard..." the woman said, her voice wavering. "They're...gone."

"Gone?"

"They just vanished..." she returned. "And..the Shi'ar attack fleet...it's retreating!"

"Retreating? Are you sure?" Light Lass said over Rokk's shoulder.

"Yes..." Lamprey said. "We're reading multiple stargate openings and massive numbers of craft jumping through them. All Shi'ar..."

"YEAH!" Timber Wolf said, leaping into the air. "We WON!"

"But at what cost?" Saturn Girl said, looking around her.

What had once been a landing site was a potholed jumble of concrete and dirt with gaps torn out by Gladiator and the rapidfire of various Science Police attack vehicles. Over twenty huge starships that had been used to transport peace-keepers lay shredded and dissected like insects at the hands of a malicious child. The grand building that was easily five stories tall and built by a race of beings that were old when Earth was discovering sea-faring travel for the first time, lay in total ruin. Then, there were the people...

Looking to them, Saturn Girl felt the tears flow as she watched Todd and Claudia shakily standing and guiding a hover-slab to a clear patch of earth where many other bodies lay, all covered entirely by whatever material was available. 'Rith and SteveZ, who limped, helped another group of wounded officers to a place where they could be more comfortable.

Suddenly, as she noticed Light Lass, an invisible hand slammed into her stomach...or at least it felt like it as she thought of Garth. He'd disappeared with the others, she was sure. She had lost him...totally. And so had Ayla. She realized then with a finality she'd never felt before truly what she'd lost. She'd never see him smile...never hold him again nor feel him hold her...he was gone forever and she'd lost something more precious than anything to her.

Sinking to the ground, all the young woman could do was sob. She looked at her surroundings again. The conference hall, the United Planets fleet, even the Legion itself in its own way with the loss of one of their founders...all shattered.

Epilogue

"What is your status, sir?" Cosmic Boy asked the firm visage on the other side of the viewscreen.

"We lost over two hundred in all, Cosmic Boy," Chief Zendak said, gravely. "But, we also got a new slew of recruits this morning from Titan colony on the edge of the Cirrus Galaxy. They're good kids, but green."

Cosmic Boy knew the chief well. He was not going to dwell on the past and the horrors of the conference. It had been just two weeks and all over, the entire universe was healing the best way it knew how and Chief Zendak was no exception.

"I hope you'll be there for the ceremony this afternoon," the Chief said.

"Certainly and the reception here at the HQ, remember," Cosmic Boy said with what was probably the first real smile in two weeks.

"I wouldn't miss it, son," the Science Police Chief said, returning the smile. "From what I hear, Brande's bringing Durlan wine!"

"An entire shipload, sir."

"Count me in for sure! Zendak out."

Cosmic Boy smiled again as the screen went black. He was beginning to feel that small familiar feeling again...the one that told him things were going to be alright. It was going to take a long time, but things were going to be alright. He made a silent gesture and whispered a prayer of thanks to his personal deity. As he did, the door to the Monitor Room slid open and two women entered.

"You wanted to see us?" the first said, her step regal and measured.

"Yes," Cosmic Boy said, regaining his stature and position. Slipping into "Leader" mode was like slipping on a familiar shirt. "I wanted to offer you both an apology."

"An apology?" Dream Girl said with a coy smile.

"For what?" Projectra asked, honestly.

"For constantly undervaluing your contributions to the group," Rokk said, sincerely. "If it weren't for your incredible scientific knowledge, not only would the Legion have suffered more than it has but Ayla wouldn't be alive now." He said to Dream Girl, "And if it weren't for you and your powers, Lilandra would never have stopped until this universe was under Shi'ar rule. I wanted to thank you personally before today's ceremony."

"I did what any Legionnaire would have," the Princess said, completely without false modesty. "I learned what teamwork was from a very special Braalian."

"Shall we?" Dream Girl said with a wicked smile to Projectra.

"Certainly."

"What?" Cosmic Boy said innocently.

Each woman moved to either side of him and took an arm lovingly. With great pretense and mock ceremony, each woman planted a firm but heartfelt kiss on his right and left cheek, respectively. As they leaned back and released his arms, the young Braalian was as crimson as the costume Projectra wore.

"You should have seen her!" Karate Kid beamed as he and Shrinking Violet were on their way to the Med-Lab. "She was simply incredible! She was beautiful! And the Shi'ar believed the whole thing. You should have seen the look on Lilandra's face. It was one of her best illusions, yet. All of us believed it and we KNOW Jeckie's powers."

"I wish I'd been there," Violet said, honestly.

"Speaking of which," Val said, stopping her. "Where were you?"

"You know the energy surge that corresponded with 'Phoenix's' arrival?" Violet said with a small smile.

"You did that?" Val asked, his smile widening.

"Guilty. I was about this small," she said, making a gesture with her index finger and thumb. "I stood on their sensor pad just at the right moment and to them, I was enormous."

"How did you know when was the exact moment?"

"The same way Projectra knew the details of the Phoenix. Saturn Girl had linked us together telepathically."

"But the distance..." Karate Kid marvelled.

"She's much more powerful than even she realizes," Shrinking Violet said, going ahead of her friend and into the Med-Lab. "And how are we all doing? Shady?"

"Still a bit sore," Shadow Lass admitted, putting a hand to the small purplish bruise on her forehead. Mon-El stood with her, holding her other hand. They both smiled at one another, each speaking volumes in that gesture as Violet went on.

"How are you?" she asked the human woman who greeted her with a smile.

"Different," she said, truthfully.

"I'll say that's the understatement of your life!" Violet said, sitting on the edge of the bed. "Brainy said it was a natural state of your real species. Sort of like a caterpillar into a butterfly is how he explained it to me."

"That's what he told me, too," Tiger M said, brushing a hand through her long royal blue hair that cascaded in full curls over her shoulders. "Imagine if every species could spend half of their life-cycle as one sex and then simultaneously change into the other to live the rest of it. I wonder if we'd still have the same problems with that kind of understanding."

Violet regarded the woman. Soft delicate wings of the same blue as her hair fluttered slightly and the roundness of her purple eyes made them leap out at a person. It was truly a miraculous thing to behold.

"You'll be at the ceremony today?" Violet said, standing.

"Brainiac 5 is releasing us all in the next couple of hours," Tiger said, smiling.

"Great."

Violet went around the partition that separated all the patients to the next to the last occupied bed. Gim Allon lay sleeping and she checked his vital signs. Normal, thank the Maker, she thought, brushing a stray piece of chestnut hair from his forehead. She smiled as she looked at him. So peaceful...so...angelic. She wondered, on a whim, how the two of them would look together...

"Vi?" he said, his eyes fluttering open. "Is that you?"

"I didn't mean to wake you," she said, smiling.

"No..." he said, sitting up, the sheet falling away from his bare chest. "I'm fine."

"Are you really?" she asked, taking his hand. "Mon-El says you took that blow at close range and that you lost a lot of blood."

"Yeah, well..." he said, shyly. "I'm a Legionnaire and a BIG boy!"

"If you say so," she said, leaning down and gently kissing him fully on the lips.

Karate Kid walked briskly to the end of the Med-Lab and into the small isolated cubicle. Ultra Boy greeted him and the two shook hands at first before pulling one another into a joint hug. They held one another for a long moment, unspoken words between them saying volumes and the things neither could vocalize.

"How is she?" Karate Kid asked, looking at the bed and its inhabitant.

"Saturn Girl said she'd recover," Ultra Boy said. "Thanks to you."

"Me?"

"It was your knowledge of the 20th Century that she held onto during Oracle's mindwipe before she was made 'Astra'," Ultra Boy said. "Imra said that it was like a core dump from a computer. Tinya shunted a lot of her memories into a place in her mind that Oracle couldn't reach and then when the process was heightened, she...encrypted...them."

"Encrypted?" Karate Kid asked, not understanding.

"She associated her memories with things from the 20th Century," Ultra Boy explained. "Like her place among the Legion was associated with the Foreign Legion you spoke of, her love for me associated with a song, 'Love Me Tender', and people like Dream Girl with someone named Marilyn Monroe."

"Things she learned from listening to me prattle on during those survey missions," Karate Kid said, marvelling at the whole incredible story.

"Saturn Girl said that association was what preserved enough of her memories to basically reprogram her," Jo said, looking to the sleeping form of the woman he loved.

"You said, enough of..." Karate Kid questioned.

"Some of her childhood memories are gone and some of her short term memories are, as well. Things like what she had for breakfast last Monday and stuff," Jo clarified. "She may have to take a few refresher courses in piloting, basic education and the finer points of it all, but she should make a full recovery."

"Wonderful," Val said. "I'll leave you guys alone."

"No...you...won't."

Val turned to the bed and the weak voice of Tinya Wazzo. He moved to the side of the bed and slipped his hand into hers. She couldn't grip it back but the presence was there. He leaned down and kissed her forehead gently.

"Jo...is being...modest," she said quietly. "If...it weren't for you...and your...boring stories...I'd have been...last...uh...lost."

"I'm glad I could bore you," he said, brushing back a strand of hair. "Nice look."

"Brainy...cut...my hair..." she said. "To...make sure the...implants...could...couldn't regrow..." She paused, searching for a word. "And the poison...wouldn't...come...up...back."

"Astra had poison tipped hair filaments," Ultra Boy said, wincing at the memory of being victim to those filaments. "Brainy thinks he got them all but at her suggestion, Tinya's hair was cut to make sure."

"Looks nice," Val said truthfully. "Different, but nice."

"I...think...thought...it was time for a change..." she managed. "I might change my name...too...what do you think...of..'Phase'..." She smiled.

"It has a certain ring to it." He smiled. "I feel a costume change coming on."

"I was thinking..." she said, her smile widening. "Maybe flared sleeves, bell-bottoms like in the '60s you were talking about...and...the...disk belt Jo...bought...for my...birthday."

"I think that sounds great!" Val said, kissing her forehead. "You need your rest for the ceremony this afternoon, young lady."

"Thank you...again," she said, her eyes closing.

A fourth addition to the Hall of Heroes stood at the end of the others. It was of Garth Ranzz, one of the triad that founded the Legion of Super Heroes. He looked up, to the heavens, a tribute to the way Garth saw the universe.

Ayla Ranzz had decided how the statue was to look and as she gazed at its bronze shell. The Winathian part of her wanted to weep madly. The Legionnaire in her wanted to believe that they would find a way to save her brother the way they'd saved Phantom Girl. She couldn't find a way to reconcile the two, however. She'd seen the look in Garth...Tempest's eyes when he looked at her. She knew in that glance that her brother was gone.

"Ayla?" Saturn Girl said, barely louder than the hiss of the door closing behind her.

"Imra, come in," Light Lass said. "Look at this craftmanship...he'd be so proud."

A moment of silence passed between the two of them.

"He'd be SO embarrassed!" Imra said, the two women bursting into laughter.

"Yep!" Ayla said, giving in to the feelings the statue truly invoked. "I couldn't resist."

A longer moment passed as the two composed themselves and sorted their thoughts.

"It looks just like him," Saturn Girl observed.

"You really loved him, didn't you?"

"I was learning to," she responded. "I really thought we'd have a future."

"In my heart," Light Lass said, turning to face the telepath fully, "you were my sister a long time ago. I didn't need you to marry Garth to make that reality."

"That means the universe to me, Ayla."

Imra and Ayla hugged one another as if they'd been raised together and as with many other Legionnaires, words became obsolete with this gesture. The silence that was between them spoke louder than either of them could hope to.

"Are you ready?"

"Yep... You?"

"I think so."

Crowds in multi-colors erupted with thunderous applause and cheers as two Legionnaires stepped out onto the platform high above them in the center of Metropolis Plaza. The two began to wave in broad, sweeping gestures of their arms. The crowds approval went totally through the roof...if there had been a roof, that is.

"And for valor above and beyond the call of duty," Cosmic Boy said, indicating the two Legionnaires who stood together on the raised platform. "I present the highest honor a Legionnaire can receive in service to the Legion. To Imra Ardeen and Princess Projectra of Orando, I present you with the R.J. Brande Four-Star Cluster."

Walking up the three small steps, Cosmic Boy presented each woman with a velvet box that contained a medal. It was a circle with a star placed at four corresponding points on it and in its center was a glittering pink jewel, a shard of the famed Eye of the Cosmos, the first jewel uncovered by the man the award was named for. It had led to his first hundred thousand credits upon which he built his empire and the Legion. He had re-acquired the jewel for twice as many credits twice as many years since he'd found it.

"And, I'd like to announce the addition of two new Legionnaires," Cosmic Boy said, turning back to the amassed crowd. "Please welcome into our ranks, from the 20th Century, former Science Police Cadet Steven Casey, now known as Avatar and Tiger M...now known as Cerulean Beauty."

Again, the crowd erupted in applause.

Todd, 'Rith, Dann-El and the others from the 20th Century applauded the loudest as their friends stepped into the ranks of the Legion. It made them all feel as if their accidental placement here was for some cosmic purpose.

"It is a shame though, ya'll," Dann-El said, her accent slipping into her speech.

"What?" 'Rith asked the young girl.

"That our powers duplicate the Legion's."

"Look at it this way," SteveZ said. "Thanks to the chronometric energy that infused us, we age at roughly a year every thirty and they will have to retire someday."

Dream Girl stood with Star Boy beside Ultra Boy and Phantom Girl. She watched Projectra descend the steps to stand with Karate Kid as Saturn Girl did the same to stand with Cosmic Boy. As she looked at the brunet man, she couldn't shake the vision she'd had of he and Nemesis Kid on Orando...

"Hey, you alright?" Star Boy said, bringing her back to him.

"Yeah," she said, lightening her own mood with a smile. "Thom, do you think the future's set in stone?"

He looked at her oddly for a moment before answering. He tried to decide why she was asking and thought it had to do with a vision she'd had. To be on the safe side without prying, he kissed her lips softly and turned to the new Legionnaires.

"Look at Casey," he said, smiling. "He had his future mapped out. He was going to be a cop...in 20th Century Earth and now look at him, a full-fledged, super-powered Legionnaire! No, I don't think the future is set in stone regardless of your incredible gifts, my beautiful Dream Girl!"

From a special vantage point, two observers to the festivities watched. They were both dressed in dazzling white and each had hair that was quickly fading to the same as their magical skill increased. One, the elder, turned to the younger. She smiled.

"Do you wish that were you?" she asked quietly.

"Truthfully?" he returned, equally as quietly.

"I would expect nothing less from my students," she returned.

"Yes," he said, honestly. "I was hoping my performance on Orando would garner enough notice to be considered worthy of being a Legionnaire."

"You helped King Vovx save a world, Christian," the White Witch said, turning to her apprentice. "Whether you receive recognition for that or not is irrelevant. Knowing that you saved lives should be enough."

"It is," the young apprentice said, truthfully.

"Shall we go home, young one?" she said, smiling a bit wider.

"We shall."

In a joint gesture, the two simply faded away...like the mist they sat upon high above the Legion Plaza and the gathered assemblage.

Cosmic Boy, Saturn Girl and Light Lass joined hands with Sun Boy, Shrinking Violet, Colossal Boy and Timber Wolf. Brin Londo took the hand of Chameleon Boy who was holding that of Mon-El who, of course, held Shadow Lass' in his own. The Talokian beauty linked her palm with that of her friend, Phantom Girl, who held the love of her life, Ultra Boy. Jo Nah slipped his hand into that of Brainiac 5, who accepted reluctantly.

On the other side of Cosmic Boy, Princess Projectra took the gloved hand of the Legion Leader in one hand and Karate Kid's in the other. His other hand slipped easily and comfortably into that of Triad who held Bouncing Boy's. Dream Girl took his with a smile and Star Boy held her other. To his right, Dawnstar was thankful for the separation and her hand slipped into that of Wildfire. Avatar and Cerulean Beauty both stood at either end of the horseshoe formation the Legionnaires stepped into.

As the Legion of Super Heroes took a great, sweeping bow, the crowd assembled for them detonated the silence that had fallen over them with equally sweeping applause. All but one...a lone figure in the crowd didn't applaud. He smiled dangerously and parted the crowd as he left the dismally happy 'celebration'. It was not a happy day for him. It had been two weeks ago that this group of teen-agers had foiled all of his plans...all of his decades of meticulous machinations and manipulations of Lilandra and her Imperial Guard...his infiltration of the Guard and endless bowing to the whim of a power-mad Dictatress.

As he got into his personal hover-car, the man's flesh-colored skin returned to its regular hue of subdued emerald. His eyes, too, returned to their natural color as he removed the Distorter Disk. As he pulled into the heavy Metropolis traffic, he vowed revenge on the entire Legion of Super-Heroes.

"But not as lowly 'Mentor', pawn of the Majestrix and lackey of the Imperial Guard," he said, darkly. "But, as Pulsar Stargrave..."