Hey, everyone. This is my latest story that's also a tribute to my favorite childhood heroes. Now, this is rated T, so don't expect to hear as much cursing as my recent stories have been (though if you're under-age, PLEASE don't read my other rated M stories, least I get sued,) but there will be words like 'Hell' used, but nothing major. Anyway, I own NOTHING. All these characters belong to their owners. I only own my OC characters. So with that said; enjoy.

"Hey, Nerdatron!" A bully called to a little kid.

The kid who the bully was mocking was 10 years old, and had short brown hair, and jade-green eyes. The boy was also wearing a Transformers Optimus Prime T-Shirt, and had a look of terror on his face.

"Here comes the fudge!" The bully continued, pushing the young boy down onto the ground and face-first into a pile of dog poop.

The other bullies laughed, until suddenly, one started grabbing his butt in pain. The leader turned around, and was met with a female shoe to his groin. The bullies now took notice of the curly-haired girl now standing in front of them. Her hair was redish-golden, and her eyes were flaming red. She wore a Supergirl logo T-Shirt and looked distasteful with them to say the least.

"All right, big-guy!" She said, "Why don't you pick on someone your own size before I REALLY break something."

The bullies ran away and she turned her attention to the boy on the ground.

The boy was named Levi Bools, he had just moved into Samitown just a few days ago. Levi's parents were accountants, and so they worked long hours, leaving less time for them to hang with him. Therefore, Levi found his family in the world of fiction. Specifically, the worlds of Transformers, Captain America, Toy Story, and Harry Potter. But there were somethings that he liked that really did exist in his world. One of those things was the girl standing right before her.

She was Carlie Tamps. She was the most popular girl in Levi's new school. Not only was she so attractive, but she also knew karate pretty well. Levi had tried to talk to her before, but due to his shyness and the bullies at his new school, he couldn't get any words out to her before. Yet, here she was.

"You okay, Levi?" Carlie asked.

"Yeah," Levi said, getting up with her help, "Thanks, but...why did you do this?"

"I don't like seeing kids being picked on," Carlie explained, taking out a napkin and wiping Levi's face "Least of all young kids who can't defend themselves."

Once she had completely cleaned Levi's face, she continued.

"So somebody told me you were into comics," She said, "Wanna stop by the local shop on the way back home? My treat.

...

"I didn't know you read comics." Levi stated, as they both read their comics while sitting on the bench outside the shop, waiting for the bus to take them home.

"I only read Supergirl and the new Star Trek series." Carlie answered.

"You're going to see the new Cap movie?" Levi asked.

"I might," Carlie shrugged, "Chris Evans seems to be doing good."

"Yeah." Levi said, sucking all his emotions up to get the next few words out, "Hey...if you're not doing anything then...do you wanna...go see it?"

"Sure." She smiled, as the bus pulled up and she put the comics down.

"Well," She said, "That's my ride. See ya!"

Levi watched as Carlie entered the bus, and then observed it going away until it was out of sight.

...

That night, after dinner and a bath, Levi was about to go to sleep when he noticed something outside his window.

Looking outside of there, he saw a shooting star in the sky. Shrugging to himself, Levi decided to make a wish on it.

I wish that all of my favorite heroes and Carlie's could be here in this world, Levi said to himself mentally, I wish that they could all come together and show everyone why they are so truly awesome.

With that, Levi's mom came in and kissed her son good night, tucking him in bed and turning the lights off.

...

But meanwhile, just outside the Earth's atmosphere, in between the moon and Earth, something was happening. A giant sphere of unknown power appeared. It was completely made of an unknown florescent bubbling energy, and in the center of the core, was a bright golden ball. In the center was a figure, shrouded completely in black, crouched inside the golden ball.

The figure had been listening to Levi's prayers and could find this task to be almost easy to accomplish.

"Well," The figure said, softly to no one in particular, "If it's what the boy wants, it's what the boy gets."

With that, the figure concentrated and the golden ball expanded, filling the florescent bubbling energy.

...

At this moment, Levi woke up and found something really REALLY wrong. He was in his clothes from that morning, and he was no longer in bed. He was in a stadium.

Looking up, Levi gasped. Above the stadium, he could see Earth from there. But he was breathing properly! How the hell was that possible?

"LEVI!" A familiar voice called.

Levi turned and was suddenly embraced by Carlie, who then pulled away. Levi then noticed that they were not alone, as the stadium was filled with all sorts of kids around.

"What the hell's happening?" Carlie asked, "One minute I was sleeping in bed, the next second I'm here!"

"I have NO idea what's going on myself!" Levi admitted, "But it doesn't look good!"

That's when a booming voice filled the stadium, causing everyone to clasp their ears with their hands.

"ATTENTION, CHILDREN OF THE PLANET EARTH!" The voice boomed, "I AM A POWERFUL ENTITY KNOWN AS THE ALL-MASTER. THE REASON YOU HAVE BEEN BROUGHT HERE IS BECAUSE ONE OF YOUR OWN HAS WISHED FOR YOU TO WITNESS A BATTLE I HAVE FOUND COULD BE DONE AND PROVE TO BE MOST INTRIGUING. THE RULES ARE AS FOLLOWED; SEVEN OF YOUR SO-CALLED 'FICTIONAL HEROES' WILL BE BROUGHT TO LIFE HERE ON THIS PLANET, AND WILL FIGHT EACH OF THEIR RESPECTED NEMESISES EITHER IN TEAMS OR ALONE AS I SEE FIT. SHOULD THE HEROES FALL, YOUR WORLD, AND THEIRS WILL BE UTTERLY DESTROYED, AND YOU SHALL REMAIN HERE FOR THE REST OF YOUR LIVES WHILE THEY SUFFER FOR FAILURE AND THEIR ENEMIES LEAVE WITH RAW POWER FAR BEYOND ANYTHING YOU CAN COMPREHEND!"

With that, a lightning bolt struck in the middle of the arena, and Levi could make out the shilouets of the figures he was more than familiar with.

"Oh. My. God." Levi whispered.

"Buzz!" Woody cried, coughing loudly, "BUZZ ARE YOU HERE?"

"Okay, Woody!" Buzz said, as the children saw the two heroes of PIXAR's greatest films in real life before them, "The only question is..."

"WHERE AM I?" A female voice asked, grabbing Woody by the neck at supersonic speed and slamming him into a wall.

When they stopped, Woody could see it was a teenage girl with long, blonde hair, and blue eyes, wearing a blue shirt, red cape, red skirt, and red boots and gloves as her only clothing. Woody also noticed there was an irregular pentagon on the chest of the woman's shirt that was yellow with red outlinings and had an 'S' in the center.

"Where am I?" The woman repeated, angirly, "I was helping Kal-El fix a dam when all of the sudden I found myself transported here! Now tell me where the hell I am!"

"Hey!" A voice called.

Supergirl turned just in time to see a shield before it knocked her back, and the shield returned to it's owner almost like a Frisbee. The shield was circular and had red and white circles that went inwards where the shield was completely blue with a star in it. The man who threw the shield had a blue army helmet with an 'A' on it and wore a blue and white bullet-proof costume. There was a star on the centerpiece there, and there were also two red supporters that went down around the man's shoulders. He also had red gloves and boots on.

"Can anybody explain where I am?" Steve Rogers asked, "One minute I was fighting the Red Skull on a plane over Iceland, the next I'm here. Wherever it is!"

"Oh...man..." A new voice groaned, as everybody looked to see who it was.

The new voice was a teenager around 17, with short, curly red hair. He wore black jeans, and a yellow shirt which had an upwards arrow on there, which had a black exploding star in the center of the triangle.

"Did anybody get the number of that ship I passed by?" James T Kirk asked, groggily, "I remember racing with Spock across ships, and then I somehow landed on a planet that just appeared right in front of me."

"Bloody Hell!" A British voice called belonging to a teen dressed in a gray jacket and blue shorts, who had a lightning bolt scar across his forehead and had glasses, "What happened now? I finally defeated Lord Voldemort just like the prophecy foretold, and now I find myself here."

Then there was a loud 'THUD' noise, and the heroes turned, to see their last member. It was a very large red and blue robot which looked like it was actually made out of a truck.

"Greeting humans," The Robot introduced, one the others had time to let it sink in, "My name is Optimus Prime. I am the leader of the Autobot Transformer forces tasked with protecting human life from the villainous Decepticon Transformer units. Does anybody know how or why I was brought here."

"ALLOW ME TO SHOW YOU, OPTIMUS PRIME," The voice boomed as the heroes looked up, "MY NAME IS THE ALL-MASTER. YOU HAVE BEEN BROUGHT TOGETHER FOR BEING THE MOST INTRIGUING INDIVIDUALS OF THE MULTI-VERSE. YOU WILL NOW DO BATTLE WITH VILLIANS FROM YOUR WORLDS IN HOWEVER I SEE FIT. FAILURE TO DO SO WILL RESULT IN NOT ONLY THE LOSS OF YOUR HOMEWORLDS, BUT THE HOMEWORLD OF THE CHILDREN WHO ARE NOW HERE. WITH THAT SAID; GUARDS! TAKE THEM TO THEIR CELLS!"

Suddenly, Six human sized robots and one Optimus-Sized robot appeared carrying electric spears. Woody and Buzz were taken first, followed by Cap. Optimus tried to retaliate with Harry, and Kirk but the three were soon overpowered as their attacks had no effect on the robots.

"HEY!" Supergirl said, smacking the robot that tried to grab her shoulders, "You CAN'T do this to us! In case you forgotten, I may not be a magician or a giant robot, but I'm still a Kryptonian. I still have a sun no different from my worlds! So you can't beat me..."

Suddenly, the robot turned green as Supergirl suddenly collapsed to the ground in pain.

"UNLESS, OF COURSE, KARA ZOR-EL," The voice boomed, "THAT I HAD SAMPLES OF KRYPTONITE AVAILABLE. AND IT JUST SO HAPPENS I DO."

With that, the robot slugged Supergirl with one punch and then dragged her away.

"IN THE MEANTIME," The voice boomed, "YOU ARE ALL FREE TO WANDER ABOUT THIS STADIUM UNTIL ROUND ONE OF THE TOURNAMENT BEGINS. AT THAT TIME, YOU WILL ALL BE REQUIRED TO MEET BACK HERE TO VIEW THE FIRST IN THE BATTLE FOR YOUR WORLD...AND THEIRS."

...

While Optimums was placed in his own cell, Kirk, Buzz, Woody, Captain America, Harry, and Supergirl were placed in an adjacent single cell that featured a red-sun generator meaning Supergirl could not activate her powers.

"It's no use!" Optimus called, as he failed once again to break the wall, "Nothing seems to break this."

"I dunno," Woody said, eying Kara, "I think blondie over here could've broken through considering how she almost crushed my plastic windpipe."

"What?" Kara demanded, standing up from the hammock she was sitting on, "I oughta melt you for that..."

"ENOUGH!" Captain America yelled, silencing everyone.

He eyed them all before continuing.

"Look," He said, "We don't have to like each other. But right now, we have to work together. This...'All Master,' guy sounded pretty powerful as he claimed to be. If he is, he could obliterate ALL of our home worlds with but a single thought."

He took another moment to view his current comrades before continuing.

"So right now, we have to work together." He said, "And I think the best way to start is to introduce each other. Optimus, you already explained your part, so I'll start now. My name is Steve Rogers, but my world has come to know me better as Captain America. I was born in Brooklyn a long time ago. When I came of age to be a man, I learned that the Japanese had bombed Pearl Harbor, so I tried to enlist in the US army alongside my best friend, Bucky. While he managed to get in, though, I couldn't due to my former weak frame that I possessed. However, a doctor by the name of Eriksine offered me another chance to serve my country, and he put me in an experiment that made me into the man you see today. Unfortunately, Dr. Eriksine was killed by a sub-Nazi-division spy. Over the next few yeaes, I fought the Nazi's and that sub-division which I learned was called HYDRA alongside Bucky as Captain America. Though during a recent mission, I tried to stop the Red Skull from getting an all-powerful object that would've turned the tide of the war. We were on a plane and somehow Bucky got knocked off after being shot at. Then I stopped him by breaking the artifact with my shield, then suddenly I wound up here."

Everyone was silent. In some way or another, everyone could feel sorry for the man who called himself Captain America. Each of the other heroes had incidents where they felt as if they lost everything, and they could understand the confusion that this man was going through.

"Well," Harry spoke, "I...don't know if this happened in your world, Captain, but here, the allies won the war."

"They did?" Cap asked, almost happy.

"Yup." Harry nodded.

"Thanks for telling me..." Cap said before trailing off and realizing something, "Sorry, young man. I don't believe I got your name. You want to introduce yourself?"

"Oh." Harry said, walking next to him, "My name's Harry Potter and in my world I'm probably one of the best wizards my world has ever known. Like Cap I fought a madman from the Wizarding World, who is, if not, just as sick and twisted as Hitler ever was for him and possibly your own family relatives."

"No offense, son," Cap announced, "But I find that a bit hard to believe."

"Trust me," Harry explained, "The wizard's name was Voldemort and he had the same sick twisted agenda Hitler had not just for the human world, but for the Wizarding World as well."

"What was that, exactly?" Supergirl asked.

"He tried to take the Wizarding Government and create a dictatorship that would execute those all human-born and turn those pure-wizard-born into future killers."

There was a collective silence before Kirk eyed them looking a bit confused, before speaking out of nowhere.

"Well..." Kirk announced, "Since nobody's speaking, I'll go. My names Kirk. James T Kirk. On my world, I'm part of an organization tasked with uniting all sorts of planets and their species together. I serve in their command as captain of their flagship, the USS Enterprise."

"Okay, then," Kara said, now getting up, "My name's Kara Zor-El, and I, myself am actually an alien."

"Really?" Kirk asked, "You don't look like one."

Kara just gave a slight smile before continuing.

"My race is from a planet called Krypton. Long ago, we lived in peace, but then the planet blew up. A handful of survivors were saved, though, as part of the planet, specifically an entire city, managed to survive the explosion. It became known as Argo-City. Years later, though, my homeworld was also to be doomed when we learned of a lethal source approaching Argo-City that is deadly to my race."

"What is that, exactly?" Harry asked.

"It's called Kryptonite." Kara answered, "It's deadly to all Kryptonians. You saw this 'All-Master' used it on me when I tried to retaliate in the arena. Whenever I'm around it, I loose all my powers, and it begins to suck my life-force away."

"Wait," Buzz said, a bit confused, "Did you say 'Powers?'"

"It's what I displayed in the arena as well," Kara answered, "When my parents sent me to Earth to escape Argo-City, I learned that whenever I'm near a sun similar to Earth's, I have super-strength, speed, flight, X-Ray vision, Heat Vision, Freeze Breath, and Invincibility."

"So why can't you just break us out now?" Steve asked, confused.

"Because the red light above us?" Kara explained, pointing to the light in their cell, "It's a Red Sun generator. While it does take away my energy, unlike kryptonite, it doesn't drain me of my life-force."

"Ah," Steve nodded, as he turned to Woody and Buzz lastly with everyone else, "And now you two...?"

"Uh..." Woody said, knowing he could not match up to the awesomeness that the other heroes had told them, "Hi..I'm Woody...this is Buzz;" he gestured to his space ranger sidekick, "And...the thing is...we're just toys brought to human size it looks like."

"But that doesn't make any sense." Cap announced, rubbing his chin, "This All-Master seems to be able to do anything he wants. He could've just as well have picked anybody from the multi-verse as he did with us. Why bother taking two toys and growing them to our size unless.."

It was at that moment that the Star-Spangled hero was suddenly interrupted by a familiar voice.

"ATTENTION:" The All-Master's Voice boomed, "WILL THE PRISIONERS KNOWN AS BUZZ LIGHTYEAR, WOODY PRIDE, AND KARA ZOR-EL BE BROUGHT TO THE ARENA! IT IS TIME FOR THESE HEROES TO COMPETE IN THE FIRST ROUND!"

At that moment, the guards from earlier came in and brought Woody, Buzz and Kara outside. Kara and Woody looked over their shoulders to see Captain America giving them a thumbs up and whisper "Good Luck." to them before the cell was once again closed, cutting him off from the rest of them. The three heroes knew they were going to need all the luck they could get to save everything alive.

...

Meanwhile, Levi and Carlie were being brought to the arena seats along with the millions of other children by the robot guards who brought them here.

"Levi..." Carlie whispered, "I'm scared. What's going to happen?"

Levi was silent for a minute before he looked at her regrettably.

"I don't know, Carlie," Levi whispered, "I don't know. But there is something I do know. It's that if anybody can beat this All-Master, it's these guys. I mean, they've saved the day over-and-over again in their respected worlds. They HAVE to win this. They HAVE to."

"HEY!" The guard who was escorting Levi and Carlie ordered, poking the back of them with his spear, "No talking! Just find your seat and sit down!"

Levi and Carlie zipped up and did as they were told. They found their seats and once everyone else had found their seats, the gates in the arena's fighting ring opened to the far left, and forced out were Woody, Buzz, and Supergirl.

"CHILDREN OF EARTH!" The All-Master's voice boomed, "THE TIME HAS COME FOR THE FIRST ROUND OF HEROES TO FACE THEIR FIRST CHALLENGE THIS ROUND WILL BE THE THREE HEROES YOU SEE BEFORE YOU VERSUS TWO VILLIANS. BOTH OF WHOM ARE FROM THESE HEROES WORLD'S RESPECTIVELY."

"Even if it's three on two," Levi whispered to Carlie, "I've got a bad feeling about this."

"AND NOW," The voice boomed again, "IT IS TIME TO MEET THE PLAYERS. FIRST UP; ON THE HEROES SIDE IS KARA ZOR-EL, AKA SUPERGIRL, FIGHTING ALONGSIDE WOODY AND BUZZ LIGHTYEAR."

This elicited a few screams and cheers from the crowd, but everyone else, was too freaked out to do anything.

"It's okay!" Woody called to the kids, "We're cool with not getting applause. It's no pressure. Just the faith of almost completely new universes in balance."

That earned him an elbow in the shoulder by Kara before the All-Master spoke again.

"AND NOW IT IS TIME TO MEET THEIR CHALLENGERS!"

The doors opposite of Woody, Buzz, and Kara opened, with a groan, and out of that door stepped a familiar purple robot-looking figure with red eyes and yellow-glowing teeth whom Buzz and Woody were more than familiar with.

"So;" Emperor Zurg announced, reading his Ion-Blaster that was strapped to his arm, "We meet again, Buzz Lightyear. For the last time!"

"It's Zurg!" Levi and a few of the other kids exclaimed.

"He's my greatest arch-enemy!" Buzz announced, shocked, as Zurg aimed the ion blaster at them and set it for maximum power, "But he's just a toy where I come from, why would The All-Master bring him here...?"

Meanwhile, Kara, who had been X-raying the ion-blaster, suddenly realized what it was and acted quickly.

"MOVE!" She said, running at super speed and carrying Buzz and Woody out of the way of Zurg's aim.

It was a good thing too, because as it turned out, Zurg's weapon actually shot out a ball of energy that melted the gate that he was aimed at. However, after it had left a hole in the wall, the wall suddenly rejuvenated, indicating more power of the All-Master.

"Wow!" Woody breathed, catching his breath at what had just happened, "Thanks, Kara. I don't know what to say..."

"Don't." Kara said, looking at Zurg, "Look, if it helps you, I'll help you take on Zurg. I don't know if you have actual powers or not, but..."

"You have no real powers!" A degenerated female voice called.

Suddenly, Kara was tackled and knocked out of view by something almost as fast as her. Kara looked in front of her, and was shocked at who she saw.

"Bizzaro Supergirl?" Kara asked.

It was indeed the same type of creature that was part of her cousin, Kal-El's greatest enemy race. This one, however, had been created to be a replica of Kara in every way. Except there was one big diffrence that all Bizzaro's shared. Bizzaro Kara's skin was pale white, and her hair was messy blond. Bizzaro Kara's eyes were also yellow, and her costume was also different from Kara's. It was at this point that Kara realized her Bizzaro counterpart had actually been given a new costume, but it still resembled the costume of any Bizzaro. This new Bizzaro Kara costume was a full-body purple-blue costume that had the traditional 'S' cresent backwards and in purple, and Bizzaro Kara now had purple boots and gloves to match her male Bizzaro counterpart.

"YOU LIE!" Bizzaro Supergirl exclaimed, "ME AM TRUE SUPERGIRL!"

With that, Bizzaro Kara fired her heat vision at Kara. However, she saw this coming and used her own heat vision, desperately trying to hold back her degenrated-self's attack.

"Oh boy," Woody said, looking at Kara's battle and then back to Zurg who was readying himself for another blast, "Buzz? I think this goes without saying; but I got a bad feeling about this."

Yes. Thank you for that line, Woody. Anyways; will Woody and Buzz be able to defeat a powered-up Zurg? Can Kara defeat her Bizzaro-self? Why has the All-Master REALLY brought these heroes here, and will they be able to get everyone home? All these will be answered as soon as I can get to writing. I want to say that I'll be trying to post as much as I can, but you have to let me do it as I go. Thanks again for giving this a read and please leave reviews of what you think!