KANDORIAN ARMY SAFEHOUSE

METROPOLIS

"They all want to take what is ours. Look at this!"

A laptop on self-promoted General Zod's small desk showed a video of Christine Everhart reporting from New York City, humanity's battle with the Chitauri in the background on "Though the tactical unit known as the Avenger Initiative has been fighting for some time now, the first American military units are just arriving onscene. The death toll is unknown, and with both the police and the military providing almost no information it's difficult to give any casualty estimates. General Sam Lane will be holding a press conference in one hour, and we hope to know more then."

Zod looked at his inner circle of Kandorian soldiers with anger in his eyes. "First Kal-El and his group. Now these Chitauri troops. This world belongs to us as New Krypton. We cannot any have barriers to our ascension. The threats against us continue to mount, and our numbers are few. If we don't find some way to eliminate these threats, or atleast contain their numbers, they'll defeat us."

They all understood Zod's frustration. The desire to rebuild their lives and culture grew stronger every day, but their fight for survival on this enemy planet took precedent. That survival was now even more perilous with the entire world looking to fight aliens.

"We could begin neutralizing our opponents, one-by-one, sir. Since some of them are public figures, that may prove difficult, but not impossible," Cadet Faora suggested.

Zod didn't like that option, and his face showed it. "The entire globe will be on high alert after this confrontation, if the humans win, of course. Couple that with the growing number of humans with abilities, and a one-by-one strategy simply won't work."

The room was silent for a moment. "There are small groups of humans that worship aliens as gods," said Captain Basqat. The dark-skinned Kandorian's boldness had made him someone that Zod could rely on. "They're small but extremely dedicated cults. Perhaps we could enlist their services as a proxy army, arming them with abandoned Chitauri weapons, sir. Even if they Chitauri win, some of the weapons are bound to be left on the battlefield after fights with individual Avengers."

"Hmmm." Zod thought for a moment. He did need an army, not just a few dozen Kryptonians. "That's a good idea, one that we could easily implement. But it forces us to rely on humans. There's no reason for them to be loyal to us specifically, just aliens in general. I want more power in our hands."

"The power would be completely in your hands. If we show them our abilities and promise them salvation, they'll follow you anywhere, General. There have even been instances of mass suicide on behalf of aliens."

Now that sounded useful to Zod. Dedicated humans to use as cannon fodder? How many could he control?

Vala nodded. The cyberneticist muted the laptop. "That's true, sir. So we either increase our numbers dramatically, or somehow amplify our own effectivesness. Stealth can only do so much."

"I like the idea of acquiring abandoned Chitauri weapons. We'd have to move quickly, however. The humans will secure the battlefield after the fighting is done, and they'll collect the weapons." Faora donned a negative face, but said nothing. "Do you disagree?"

Faora looked uncomfortable, but spoke up. "Every day more superhumans appear, and they're organizing into defensive units. The Avengers and the Justice League are just the first; you can be sure that after this invasion that the humans will be frightened into creating more of such units. Their militaries are trying to develope suits of armor like Iron Man as well, and it won't take much for someone to improve the performance of the Hammer Industries drones that we saw attack Iron Man. We may be better off using the Book of Rao to establish a temporary home base on another world, away from human eyes. Once we've built up our numbers, we can return and claim this world as ours."

"That plan could take generations," Vala argued. Faora gave her younger sister an annoyed look. "We're talking about reproduction among a few dozen people. In the meantime, the humans could grow stronger, or the Chitauri could take this world as theirs."

Zod felt the same a Vala. "Leave this world? Abandon it to others?" Zod closed in on Faora until their faces were only inches apart. "Do you secretly fear the humans?" he whispered. Zod found Faora to be attractive, her competency matching her beauty. He'd hate for her to be a hindrance to his plans. The last of his subordinates who was had to be executed for his mistakes. "Is that why you recommend withdrawal?"

Faora took a step back and crossed her arms. As he'd expected, their was no sign of fear. Perhaps that wss a bad thing..."I fear attacking before we're ready. Kal-El, Checkmate, the Avengers, all of them and more will band against us. We're the last sons of Krypton; we owe it to our race to survive this conflict."

"Oh, we will do more than just survive," he stated, swallowing his anger for now. "We will be the victors." He backed up a little himself. "You're right. The humans are increasing their numbers and it's only a matter of time before they become too numerous and fortified for our assault to be feasible. Gathering Chitauri weapons will be our means of keeping things in our favor.

"There's something else to consider. As already noted, it's inevitable that some Chitauri soldiers will fall to these superhuman Avengers, leaving their arms scattered on the battlefield. Their weapons, far more advanced than anything that humanity had ever wielded, would be useful additions to the Kandorian armory. It isn't that we need the weapons; we're living weapons ourselves. But when we first awakened on Earth we were without our powers, and if we find themselves like that again in the future I want to be prepared."

When the Orb was first activated, bringing the Kandorians to life on Earth, Zod and his group had been exposed to blue kryptonite and made powerless. The Kandorians were at their most vulnerable, Zod's leadership was challenged, and Krypton's future in doubt. If it weren't for Clark's intervention, they might still be. No one wanted to return to those days.

Despite that, Faora didn't look convinced as she took to her knees in salute. "As you say, sir." Vala and Basqat joined her on the floor.

"Excellent. I will return from New York shortly." Flying at superspeed, he was in New York City within minutes.

And the sights and sounds of warfare brought joy to Zod's soul.

The tyrant hovered over New York City's skyscrapers and took in the raging Chitauri forces and the beleaguered humans fighting desperately to push them back. Chitauri hoversleds wooshed over the streets, giant serpents slithered through the sky, and seemingly random explosions caressed his ears. The panicked screams of fleeing civilians was the best feature of all, and he yearned for the day when he would be the one causing such chaos. Police officers tried to evacuate civilians from the affected area in an organzied fashion, but the frightened masses ran and pushed their way down the streets, injuring one another and causing further havok for the authorities to manage. All the while Chitauri hoversleds slammed weapons fire onto the crowds. Police officers returned fire, but the Chitauri were simply too quick to hit. As if satisfied with the carnaged they'd wrought, the Chitauri moved on further down the street for other targets.

An ambulance, one of the many hustling to the battlefield, weaved its way down the street as it slowly manuevered around abandoned cars. Deciding to have a little fun, Zod used his heat vision to take out the tires on the driver's side of the ambulance. The rubber caught fire, and the ambulance skidded and slammed into the rear of a pickup truck. Zod laughed as the paramedics dismounted the vehicle and tried to reach the scene on foot, but struggled against the pedestrian horde running in the opposite direction.

"You are ignorant beasts, undisciplined and inferior," Zod said to the throng, though no one could hear him from this height. "My strong hand as your ruler will be a blessing."

One of the so-called Avengers, he believed it was Thor, was tossing large bolts of lighting at the alien invaders, and wondered why Kal-El and his pitiful brethren weren't among the combatants. Wasn't saving the world what they were supposedly all about? Krypton had fought small border actions against Chitauri scouts back when Zod was a newly minted lieutenant, and they weren't much of an army then. Based on how they indiscriminately hit both civilian and police targets with no sense of plan or tactics, they didn't look like much now either. Why were they even attacking New York City when humanity's strongholds were elsewhere? Even Metropolis would have made a better target. Atleast that city was noted for its superhuman activity. With foolishness like this he wouldn't be suprised if humanity pulled out a victory. Let the humans and Chitauri grind each other down in combat, making them both weaker and easier for him to defeat later. In the end it didn't matter who'd won the fight; Zod was not here to observe the it, or even take part in it, but to profit from it.

But it was certainly fun to watch.

"Who might you be?"

Zod wheeled to face a dark-haired man on one of the alien hoversleds. He wasn't Chitauri, so why was he on one of their hoversleds? How could I so absorbed in the battle that I didn't hear this man approach? Zod thought. It was the kind of mistake a green private would make, not an experienced soldier like Zod. He mentally chided himself for his dereliction. "I am General Zod, commander of the Kandorian Army, leader of all Kryptonians. Who are you?"

"I am Loki, rightful king of Asgard, and commander of the army that fights before you now." Smoke billowed behind him from a burning roof as Chitauri mowed down a family trying to escape the fighting. Loki tilted his head to the side. "Wait, Kryptonians? Wasn't your homeworld destroyed ages ago?"

Loki? Zod tried to remember anything that he'd ever read about Asgardians. If his memory was correct, Jor-El had only positive things to say regarding Odin, but had said almost nothing on Loki. Was Loki's remark meant as a slight or was it simply an observation? Zod didn't know if he was being mocked or not, but he tried not to let any irritation show. "It will rise again one day."

Loki seemed genuinely confused. "But what brings you to Earth? Yours is not a people of either exploration or conquest."

Good: Loki didn't see him as a threat. Zod took a quick moment to think. How would he answer this? "We've stopped here to replenish our supplies while searching for an uninhabited world to settle on." There was no point in letting Loki know the truth: Loki and the Krytonians had competing interests. Perhaps he could even get Loki to pity him. He put on a sad face. "We've been nomadic for too long, and need a permanent home. This world is too unlike Krypton to provide my people the comfort that we seek. A yellow sun, what would we do with that? Our journey must continue forward."

Loki gave him an appraissing look. Did he believe him? "You talk of the future. Well, General Zod," Loki swept his arms over the surrounding battle, "today belongs to me. As does this world."

And I will kill you tomorrow, you gullible fool. This world is mine! For a moment Zod wondered if a Krytonian could kill an Asgardian and vice versa. Kryptonians had more abilities, but he wasn't sure where Asgardian abilities topped out at performance wise. He certainly didn't know their current battlefield doctrine or political leanings. Their races only had a few known contacts, all peaceful. Would Loki's alien troops exact revenge for his death or retreat to their homeworld? He also had no clue if this invasion was officially sanctioned by Asgard. Would Odin declare war on Kandor in retaliation if Zod killed Loki? Kandor would never survive Asgard's vastly superior numbers. Seven billion humans were more than enough. Zod decided that a fight with Loki had too many unknown consequences to attempt. "I am not your enemy," Zod lied. "Simply a passing bystander. Do with the humans as you wish, Son of Odin."

Loki donned a dastardly smile. "Oh, I shall. And it is best that you leave while you still can." Loki manipulated the controls on his hoversled and began to float away. "There's only room for one general on Earth."

Zod swallowed his tongue until Loki was beyond earshot. "In that you are right." Zod watched Loki disappear into the chaos turning his attention to ground, seeing exactly what he'd come here for to begin with:

Chitauri weapons.

Moving at speeds high enough to avoid surveillance devices, he picked up only energy rifles, racing them back to the Kandorian safehouse in Metropolis. Thought there were plenty of bladed weapons on the ground he let those be. Swords and spears could be acquired easily elsewhere. Next he looked for power packs for the rifles. He didn't tarry, because with Stark now flying overhead and the Hulk's roar in his ears he could be spotted by SHIELD any minute. He was just a blur to anyone who wasn't too distracted with the fight to notice him, and within minutes he'd collected dozens of weapons.

Unfortunately a pair of Chitauri on a hoversled noticed the unusual sight that he'd created and peeled off from the battle towards him. Zod looked up towards their approaching vehicle and hoped that none of their compatriots would join them. His first instinct was to retreat, but why should he deny himself the pleasure of a small scuffle? It would give him the chance to see what the Chitauri could do. The Chitauri at the rear of the sled opened fire, sending lasers bolts blasting past Zod as they missed. They sliced into the pavement, sending chunks of concrete into the air at Zod's feet. Loki thought that these cretins were a worthy invasion force? Zod laughed, took a deep breath, and blew a freezing blast of artic breath at the Chitauri.

The Chitauri and their hoversled became engulfed in ice midflight, and the craft careened into the ground, sending machine parts and shards of ice flying everywhere before the last of the sled and the aliens themselves slid to a halt just feet from where Zod stood. One Chitauri climbed slowly to his feet, and screamed defiantly at Zod. He drew a sidearm sent several bolts into Zod 's chest. Zod was sent flying back a dozen feet, eventually skidding to halt as he hit a parked car.

Zod shook cobwebs from his head. A small wound burned on his chest, but it was nowhere near strong enough to debilitate him.

The alien opened up again, but this time Zod rolled to his left and out of the way. A nearby sedan caught Zod's eye, and he ran towards it. The Chitauri continued firing, but Zod was harder to hit now that he was moving. Getting behind the vehicle, Zod shoved it at the Chitauri. The car hit the Chitauri with a load crunch and rolled over it before crashing into a fire hydrant and smashing the top off. A fountain of water spouted into the air. This time the Chitauri did not rise. Satified with the result, Zod returned to his original task.

SHIELD REGIONAL FACILITY "THE HUB"

LOCATION CLASSIFIED

OPERATIONS ROOM

Agent John Garrett looked at the situation board in wonder. "I can't believe I'm watching an actual war of the worlds." A map of Midtown Manhattan dominated the board, with human and alien positions represented by blue and red dots, respectfully. And just look the movie, the humans were losing.

"I don't need your amazement, Garrett. I need data." Agent Victoria Hand was all over the room, going from station to station for information. "Where's my exotechnologist?" she yelled to the room. "I need to know about what those weapons of theirs can do. Can they penetrate tank armor?"

"He'll be here in ten minutes," said a junior agent.

"What does it matter?" Garrett asked. Leave it to an egghead like Hand to concentrate on the wrong things. "As long as they can be stopped by a bullet to the forehead, we're fine."

Hand rolled her eyes."I'm not concerned with winning this battle, but the next. It's not as if the military is a factor right now. Where are my drones?" she demanded to know from another agent. "I want eyes on those huge, flying reptiles."

Garrett wasn't sure if the military had anything that could stop those things. They certainly have enough troops in the city to slow the aliens down. "We shouldn't use conventional weapons. We have our own arsenal to put in play." Hand looked at Garrett like he grew a second head. "What's the point of us having all of those weapons locked up in The Fridge if we won't use them to protect humanity? Isn't that the entire purpose of SHIELD? It's an entire building of superweapons. Why aren't we using them?"

Hand shook her head. " If those weapons were safe to used, they wouldn't be in The Fridge."

"If those weapons were so unsafe they would've been destroyed." Garrett snorted. "I mean, come on, Hand! Why do you think Fury kept those things around?"

A junior agent passed Hand a progress report. "The fact that he hasn't should tell you something, Garrett."

Garrett held up his hands in defense. "Alright, alright." He wondered why Fury didn't use any of the weapons. Was he simply afraid? This is why the world needed Hydra; they would've ended the battle already. It was too bad that Hydra didn't have a weapon of mass destruction.

Yet.

He drew his smartphone from his pocket, one built to utilize an encrypted communications frequency that SHIELD couldn't detect. His scrolled through his contacts list until he came to "Raina". "Flowers," he began to text, "the Clairvoyant has an assignment for you..."

NEW YORK CITY

MANHATTAN

Zod wasn't the only opportunist in New York City today.

A dark SUV came charging around the block, skidding to halt near a pile of fallen Chitauri. A youthful woman in a flower dress climbed out of the front passenger seat and fearlessly surveyed the alien bodies. A quartet of men in black combat fatigues and armed with assault rifles followed her out of the SUV. "Load these, quickly!" she ordered. The men responded with quickness, loading Chitauri weapons into the back of the SUV. Though they moved with the efficiency of soldiers, their fatigues didn't belong to any army that Zod had recognized, and they made no attempt to fight the alien menace. His x-ray vision confirmed that they were human. Perhaps they were looking for technology like he was. They barely took notice of him, giving him just a glance before ignoring him completely. Not appreciating having any company, Zod used his enhanced vision to scan the area for security cameras, people with mobile phones out, anything that might capture his image. Satisfied that there were none, he set their vehicle ablaze with his heat vision. The men jumped in alarm, looking back and forth between the vehicle and each other.

That captured their attention.

The girl in the flower dress pointed in his direction. "Take him alive!"

The pseudo-soldiers opened fire on Zod. Unlike the Chitauri, their aim was consistently true, targeting his legs and arms so as not to kill him. He thoroughly enjoyed the looks of fear and confusion on their faces as their rounds pinged, panged, and richoceted off of his person. When their guns expelled all of their ammo, they stood stupified. Only the woman in the flower dress seemed unafraid. "Human arnaments will not work on me. Perhaps you should use your alien firearms-" he feigned remembrance with a small grin. "Oh, that's right." He looked at the flames of their SUV, and his grin disappeared as he then gazed at them. "You assaulted a son of Krypton. There is a penalty for that." He paused for a moment as he decided how he would kill them all.

Just then a Blackhawk helicopter buzzed overhead, followed by two more. They landed several blocks away and began offloading genuine American soldiers. Zod grunted in frustration. They seemed to be otherwise occupied, but it would take them a moment to head this way. With American military forces arriving on scene, he decided that discretion was the better part of valor. "Should I see you again, you will certainly die."

She put her hands on her hips. "Don't be so sure."

This girl had the temerity to step forward. To him! This could not stand. Let the American soldiers see what they will, he thought. In one superspeed move Zod shoved her compatriots into wall of a nearby building, and he heard several spines crack under impacts before the men slid down to the pavement. Those whose bodies were still whole made no attempt to rise from the ground. Zod then grabbed the woman by the throat, bringing her face close to his. She winced from the tight grip, and Zod finally saw fear in her eyes. As there should be. She grabbed his wrist and struggled to pull his hands away, but to no avail. "Insolence will not be tolerated. I will smash your windpipe to prevent future mistakes."

The American soldiers were moving towards them now. As much as he wanted to simply squeeze, the last thing that he needed was to seen committing murder. Suddenly Loki turned the corner with a half dozen Chitauri escorts. They wasted no time unleashing fire onto the soldiers, and Zod debated whether he should continue to play innocent or speed away. With Loki clearly winning this battle with ever-increasing numbers, Zod decided to blunt his operation in the hopes of causing a stalemate. The possibility of a vengeful Odin wasn't going to deter from claiming this planet. He let go of the woman and released his own fury, incinerating the Chitauri with his heat vision and shocking Loki. "I have no love for humans, but I will not let you take what is mine!"

"What is yours?" Loki approached Zod. "You are a fool! My army will control this city by nightfall, and this world within days."

Zod laughed. "Forgive me, mighty Loki! Shall I cower before your gang of amateurs?" His smile was replaced by menacing glare. "Or I shall I summon my Kryptonian brothers and end your little adventure here and now?"

"Oh, the fun we would have." Suddenly a dozen Lokis appeared in front of Zod. Was this some kind of illusion? "But I don't have time to spar. My conquest is incomplete. We'll settle this later, Kryptonian." The Lokis all ran off in different directions.

The attempt at misdirection didn't fool Zod; he smelled the real Loki's scent, and heard his heartbeat. He also heard more American troops arriving, more Chitauri pouring through the wormhole, and that brute Banner approaching. Dozens of Chitauri rifles were now in Kryptonian hands. Zod's mission was accomplished, so there was no reason to stay.

"Yes, I certainly hope to meet again." With that he took to the air.