OMG, I can't believe all the reviews. Thanks to everyone. I tried to respond to most of them, but I got sick last night so I haven't gotten back to some. Anyways, I hope you enjoy the new chapter.

Lois' face was buried in her knees. She was back in the old wine cellar now, alone for the moment. Images of Chloe's dead eyes kept flashing through her head and making her want to vomit. Why had she walked away from her? And Clark and Oliver? There might have been something she could've done, someway she could've helped. And then Chloe would still be alive.

She had cried so much in the last few hours that she was all dried up and exhausted. The cot was still set up for her as if Zod had known that she'd be back. Dragging herself up off the floor, she threw her body onto it and closed her eyes. Even though she was bone tired, she also couldn't stop her eyes from popping open every few seconds.

Clark, she thought silently, where are you? Dead… or alive? The thought that she might never see him again or touch him again sent a stabbing pain through her heart. She'd been angry that he had still wanted to keep secrets from her, but she'd thought they would have time to work through it. She remembered the huge explosion that took their headquarters with it and rubbed her temple. How could he survive that?

They did this, she thought angrily. The aliens. They killed everyone that she'd ever loved and were probably waiting to do the same thing to her. How could she fight against someone that was indestructible? One thing she'd learned from her years of living with her father was that everything and everyone had a weakness. Lois' was family.

What the hell was Zod's?

XXXXX

Zod assembled every Kryptonian under his command, except for the two guarding the humans, and had them in formation awaiting his first words. He knew they wouldn't like what he had to tell them, but he also knew the weight his authority carried. If he told them that it was the only viable solution to further their race, they would obey.

But, he also knew that subjects needed to feel like they had a say in the way their world was run. That was why he was giving them this opportunity to voice any concerns they might have.

"Of the twenty-five of you," he began in a loud clear voice, "there are only four females."

In the silent aftermath of that statement, flickers of confusion passed over the women's and some of the men's faces. Zod continued.

"Unless you four wish to be used like brood mares for the next fifty years we need to look to alternate solutions to our problem."

"Sir, what problem do you speak of?" one soldier asked.

"To build our glorious race back up to the way it used to be we need children. With only four Kryptonian women that will be very slow and difficult indeed. And then in just a few generations we'll be forced to inbreed." He curled his lip in disgust.

Fresh worry passed over their faces. Their existence on this planet seemed to be nothing but an endless problem. The women in particular seemed unsure of their fates. They eyed the men standing next to them and mentally dared them to so much as lay a finger on them. Kryptonian women were just as powerful as Kryptonian men.

Zod eased their worries. "It is distasteful, but humans are our only choice."

They clearly had not expected that to come out of his mouth. Raina looked at him disbelieving. "You wish us to breed with humans, sir?" Her opinion was clearly conveyed in her tone. "To pollute our species with human blood?"

He had expected this. "The humans will be nothing more than vessels. We are the more powerful race and therefore our blood and genes will subjugate theirs. The children will be Kryptonian," he assured them, "and there is no reason why there should be any embarrassment on theirs or your parts. We are doing what is necessary to survive. Can humans say that?"

His words were motivating. "And there is no reason why the children need prolonged contact. Except for intercourse and gestation, we need not be exposed to them more than necessary. Unless you want to of course," he said, with a smirk. "Humans just might prove to be more… useful… than we had previously considered."

The men chuckled quietly. Zod could tell that even if they weren't happy about it, his people would do as he said. As a sort of 'sweetener' he added, "You four Kryptonian women may choose partners from among your comrades."

With the women satisfied, the discussion ended. He dismissed them back to their duties and turned to walk to the window.

A voice made him pause.

"Sir?"

It was Raina. She had lingered after the others had left and he eyed her speculatively.

"Yes?"

"I just wanted to thank you for allowing us to choose mates from among the Kryptonians men."

Was that all? He flicked a hand dismissively. "I am not without compassion. I hope you choose well. Shor-Ra perhaps? He has distinguished himself with the death of a rebel leader."

Raina's green eyes flickered momentarily. "Yes, he has done well for himself." She paused for a second. "I, however, had another in mind, far greater than Shor-Ra."

Zod sneered and finally looked at her. "Greater? There is no one greater than him except for-," he stopped abruptly as understanding flooded his eyes. He had not anticipated this.

"You," she finished, gaining courage and moving closer to him to his annoyance. "Of the four females in the platoon, I am the most dedicated and ruthless. If we unite, there would be nothing and no one that would stand in our way. Our children will be the greatest of all."

He stared at her for a second. She was more beautiful than any human woman. Her thick black hair and piercing green eyes were alluring and she was right. She was the most dedicated of the females under him. Faora had been devoted too, he thought, with a pang. Though she had betrayed him in the end, he still felt guilty over her death.

He smiled. "Raina, I am deeply flattered that I was your first choice. It was a wise decision."

Her smile dimmed at his use of semantics and she looked at him sharply.

"However, I'm afraid as the leader of our people it is up to me to set the example. I cannot ask my men to lower themselves if I am not willing to do so as well. What kind of general would I be?"

She was very, very 'disappointed', but swallowed it admirably. "I understand, sir. Your greatness far exceeds duty. Who—who will you choose?" Various images of human women ran through her mind and she imagined jamming her fingers into their eye sockets and ripping their skulls off.

He smiled and narrowed his eyes at the beautiful crimson orb hanging close in the amber sky. "My revenge on Jor-El and Clark Kent is complete. Everything they ever tried to do for humanity instead of for us has been righted and once Lois Lane bears my heirs, their humiliation and defeat will complete."

Raina almost choked on her tongue. "The prisoner? You're not going to execute her—you're going to become intimate with her?"

He smiled and looked at her in a way that made her straighten and look down respectfully. She'd gone too far. "Yes, I am. Is that a problem?"

"No, sir. It's just that you killed the people she cares about. What makes you think she'll come to you willingly?"

His eyes still held that same look as he considered her words. "Because, I hold within my grasp something very important to her."

XXXXX

Lois looked up from the crappy pillow they had given her when she heard footsteps outside the door. She was already standing and waiting when it swung open to reveal Zod. She clenched her jaw as he walked in.

"Hello Lois," he said pleasantly, standing a few feet away and looking at her with a slightly ducked head. "Did you get in a nap while I was meeting with my men?"

"Either kill me or get the hell away from me," she gritted out, wishing she had super strength also. She would wring his neck like a chicken.

He 'tsked' her and stepped closer. "Now Lois, you haven't even heard my proposition yet."

"If it's from you I don't want to."

She blinked and he was gone from his place in front of her. His hands clamped down on her upper arms like vises from behind. She struggled for an instant and then went still as she wondered if he really was going to kill her now. She felt his warm breath lightly tickling her hair by her ear.

"Are you sure about that? You don't even know what I am going to say." His voice was low and seductive, but his fingers never loosened up their grip. "What if I could promise you that you would never be hurt again?"

Being this close to him made her voice shaky and not as strong as she wished. She was still unsure as to his intentions and it made her nervous. "I've heard that before."

"But, I mean it this time. You could have your own room out of this cellar, food, new clothes, power…"

The big 'if' hung in the air between them and she squared her shoulders and stuck out her jaw. "And what exactly would I have to do to get all that?" she asked, though she was pretty sure she already knew. Men, no matter what species, never changed.

Zod released her and walked slowly around, hands behind his back. "There are too few of us left to properly rebuild our race to its former glory. I need heirs."

Lois blinked. She'd expected something like lurid sex, not children. She couldn't even form a reply in her shock. He took advantage of this and continued.

"You would be spared the work camps and instead live by my side as my queen. You could have anything you want within reason." He looked at her expectantly. "What do you say?"

What did she say? Color tinged her cheeks as she looked at him incredulously. "I would rather die than touch you, let alone bear your children. You killed Chloe, and probably Clark and Ollie too. I despise you." She cursed the tremble in her voice.

"I didn't kill any of those people," he corrected, "Shor-Ra killed your cousin."

"You ordered it," she shouted, kicking her water glass at his face. He easily ducked it and brushed the droplets off his uniform.

"There are casualties in war," he answered simply.

Rage suffused her. "This isn't war, you bastard, it's annihilation."

He moved quickly and held her up against the wall with his hand lightly at her throat, fingers spread across her jaw. The fear in her eyes tantalized him as did the defiance. He closed the last of the distance between them and pressed his body against hers. He could hear and feel her heart pounding in her chest and smiled. He brushed a piece of her long dark hair from out of her face and tucked it behind her ear.

"You have such spirit, Lois Lane. I haven't forgotten how you tried to save my life that night," he whispered. Her eyes widened. "You are a worthy human. That's why I offer this to you." He looked into her eyes as he spoke to see if his words affected her at all. How could they not? He was being sincere. He studied her for another heartbeat before lowering his head slowly down to hers. Just before they made contact she spoke.

Her voice was a touch too husky and she hoped he didn't notice. "I don't want it. If I had known what you were that night I would've let you die."

He hissed in frustration and pushed himself away from her. "And what about your sister? Sweet little Lucy. Maybe I'll bring her here to the mansion instead. Only I promise you, Lois, she won't enjoy it. And then when I'm done with her, I'll kill her." His voice dripped with venom and he didn't even try to spare her feelings. That was the point. She would bend to his will or she would die.

Lois went very still. "Lucy's alive? I thought she was missing."

He sneered. "She's a very good actress. I didn't know she was your sister until a guard told me she'd been acting suspiciously after I announced your execution. He found contraband in her bedding in the form of a photograph of you." He smiled at her pale face. "I told the guard that she might be useful and to keep an eye on her."

Lucy was alive. Her only family left. She had to see her, she thought desperately. "Leave her alone." Her tone had a pleading quality to it. For family or friends she would do anything, even toss her dignity aside to beg. "I'll do whatever you want, just leave her alone, please."

He knew he'd win in the end and smiled triumphantly. "You will bear my children?"

She wanted to heave the contents of her stomach, but nodded.

"Willingly?" He raised an eyebrow challengingly and was pleased with her nod.

"I will willingly let you give me a turkey baster with your," she waved a hand toward his waist, unwilling to actually say the word, "stuff," she improvised, "and if I get pregnant I will have the baby."

"That wasn't our agreement," he said through a clenched jaw. Like an apparition he was back in front of her, this time there was even less room between them. She gulped and looked up at his dark angry face. "You will satisfy my desires, Lois, or I swear I will make your sister do it in your place. It's your choice."

When she didn't answer he shrugged slightly. "I'll let her know your decision."

"No, wait," she cried, and he smirked remaining where he was against her. Tears sparkled in her brown eyes. "Fine, I'll do whatever you want. Just don't hurt her."

"I give you my word of honor," he said and though he knew that she thought he had no honor, he meant what he said. She quickly tried to get away from him now that their deal was done, but he didn't budge. "You're not getting away that easily, Lois."

She went pale again. Now? He wanted sex now?

"As a token of your good faith I want a kiss."

"What? Why?"

"Because Lois, I am your master and I demand it. If you can't do this one little thing, why should I believe you will honor our agreement?" He kept his face inches away from hers so that she would have to come to him.

She hated him so much, but she was powerless against him. For now, she thought grimly, and relished the thought of one day gaining the upper hand. Then he would be the one to beg, she thought smugly. She moved her head from off the wall and drew closer to him.

Her lips were so full. They entranced him as her face came closer and closer…

She paused just before they touched. "One day, I'll make you regret ever meeting me," she promised in a whisper. Before he could answer or even process what she had said, she pressed her lips to his harshly.

Her mouth parted and drew him in. He tightened his arms around her but had to hold himself back to prevent hurting her. Though she was tough she was still only human and therefore breakable. But, when her tongue hesitantly touched his, it was hard to remember that.

He allowed himself to lose a little bit of control as he kissed her. There was more passion in this kiss than he'd been expecting, but he wasn't complaining. He had known that he'd made a good choice when he picked her.

"I might have underestimated human women," he said, as he broke off the kiss and trailed his lips down her throat. "It is far more pleasurable than I had expected." Tess didn't count. He had only bedded her because she seemed so slavishly devoted to him. And she wanted power which amused him.

His voice snapped her out of her haze. What the hell was she doing? "I think I've more than completed your request," she said coldly, trying to regain control of herself. He was very good. She gave him silent kudos for his manipulative skills.

Her icy tone cooled his desire somewhat and he inwardly groaned as he reluctantly broke away from her. He ran his fingers through his messed up black hair and smoothed it away from his pale face. "Yes, you have," he said finally, regaining control and straightening his posture, "for now."

And then he was gone. Exhaling a relieved shaky breath she sank down onto her cot and cried. He was a monster and she had just kissed him- very passionately. That pissed her off. But, the only thing that mattered was getting back to her own time so she could prevent this world from ever coming to pass. To do that she had to get the ring.

And to do that, she thought grimly, she had to get close to Zod. She hadn't known how she was going to do it before, but then he had gone and offered her the perfect opportunity. Though it was disgusting, it was the best chance she was ever going to get.

For Chloe, she thought, closing her eyes. Whatever she did now was for Chloe, to make sure that she lived to see twenty-four. She couldn't even think about Clark or Ollie if she went through with this. Just Chloe.

XXXXX

The blonde figure stood in the shadows as the girl was led into the room. She was no more than seventeen or eighteen, he figured. She should do better than the others. He cast a glance at the two dead human women that still lay on his floor. Pitiful, he thought with scorn. What good were they for mating if they died in the middle of the act?

The girl was quietly crying as she eyed her friend's bodies. They were a little older than she was, but they had been in the same camp. Now they were dead. She looked at the alien standing before her smiling coldly. He walked around her body, trailing a finger over her bare shoulder and looking her up and down.

"You seem stronger than the others," he commented, thoughtfully.

"What do you want from me?" she asked fearfully, not taking her eyes off him.

He seemed a tad surprised at her naivete. "Intercourse. I had thought that was obvious. You will provide me with an heir. That is, if you survive." He glanced once more down at the other two women and shook his head. "With bodies as fragile as yours it's a wonder that your species has survived this long."

"A baby?" she asked in shock, "You want me to have your baby? But, why?"

He shrugged carelessly. "There are too few women of our own. We are forced to use human women for breeding. Think of yourself as lucky." He drew close to her and watched her tremble. "If you do become with child, you'll be able to move out of whatever hovel you live in and reside in comfort for the duration of your pregnancy."

Her mouth was very dry. "But, what about afterwards? Are you going to kill me?"

He looked at her oddly. "That wouldn't be very productive would it? If you prove yourself once, then you may have the opportunity to do so again. If you survive the birth that is," he added practically, glancing once more at the dead women.

She shivered at the thought of having sex with this thing. He wasn't human. But, she also didn't want to live in the camps anymore. She had been quite wealthy before the invasion and poverty didn't suit her. Thank God she had retained most of her attractiveness. That was why she'd been picked.

"Okay," she said slowly, "but why did they die? Is—is there something wrong with you?" She suddenly glanced down at his pants and had a horrifying thought. What if Kryptonians had enormous penises? Was that how Laurie and Julia had died? What a terrible way to go, she thought.

He followed her gaze and had no idea what she was talking about. Not surprising. Humans were dimwitted after all. "Listen girl," he said a little impatiently, "imagine you, the weak creature that you are, were holding something very, very fragile but at the same time you were forced to run with it across an extremely uneven surface. It would be hard not to break it, don't you think?"

"Oh my God," she whispered, "you crushed them to death?" They were stronger than anything on Earth and faster. This was her chance to get out of the camps, but what if she died in the process? She nervously wetted her lips. "Um, I have an idea."

He stared at her which she took as a sign to continue. "Why don't you lie flat and still on the bed while I am… on top? That way no, uh, slamming will occur and crush me to death," she finished hoarsely.

That was an idea, he thought. Why hadn't he done that before? "I had to grip them quite tightly to get them to hold still," he told her. "You want to do this?" He didn't quite believe her.

A hard glint came into her eyes as she narrowed them. "I want to sleep in a real bed in a real house again. If you can make that happen I'll pretty much do whatever you want."

This was something he could understand. Doing something in order to get something. That was how life worked. "Then come here," he ordered, curving a finger. She silently walked closer. It helped that Kryptonians looked identical to humans. Better actually. They were a beautiful race. This one especially.

He was already bare-chested and only had on the bottom half of his uniform. His white blonde hair gleamed in the darkened room and she swore she could see blue eyes glowing. She shook herself. That was a little creepy.

He just sort of stared at her as if wondering how she would initiate contact. He was taking her advice and trying not to touch her, she noted, stepping closer to him. She didn't really want to touch him either, but the lure of living in comfort after practically starving for a year was too tempting to pass up.

She gestured at his rather large comfortable bed against the far wall. "Shall we?" she said in a low voice.

Once he seemed sure that she wasn't going to try and escape or force him to use his powers against her, he seemed to unstiffen a bit. He undid the clasp of his pants as he walked with her trailing behind him and slid out of them. She turned red for a moment as he stood there completely unabashed by his nudity. He had good reason to not be embarrassed, she noted. He was glorious in all his, well—glory.

Faster than she could blink, he was lying in bed on his back, staring expectantly at her. "Take off your clothes," he ordered, and watched as she slowly untied the string of the ugly brown sack dresses they were given and slid the straps off her shoulders. It pooled on the floor at her feet.

He let his wander down her body. "Nicer than I expected," he commented tonelessly.

Pig, she thought, but let one side of her mouth curve up a bit. He was a little unnerving, but if she thought of him as just an ordinary man, she figured she could do this. He was watching her the way people studied animals. As if he was wondering what she would do next or what she was thinking.

She was thinking of his sheets at the moment. They looked so soft. Then her eyes snapped over to his lean and muscled torso and she smiled. She leaned over him and slid into the bed also, carefully planting herself between his legs. The only thing that gave away his desire was his rapidly lengthening erection.

She placed her hands carefully on his thighs and slowly ran her hands over them up to his hips and the hard plane of his abdomen. She lowered her head to his skin and trailed expert kisses in very strategic places over his body until finally she took him very gently in her hand and worked slowly up and down.

He inhaled sharply and closed his eyes, his hands balling into fists in the sheets, as she took him into her mouth with the skill of someone who's done this before. More than once. He wasn't used to not being able to touch the person he was with and it was driving him crazy.

He looked at her and for a second his eyes glowed orange-red and she flinched. Whenever they did that lasers shot out from them. But, he kept himself under control and reached out a hand.

"Come here," he rasped. There was fear in her eyes, but she did as she was told. He waited until she was close enough and then slid a hand through her hair and pushed her head closer to his.

His mouth ravenously devoured hers and she forgot all about everything else in the world except for him. She'd never been with a man as perfectly formed as he. Her breasts slid over his chest as she pressed her hips against his. Without breaking contact with his lips, she threw caution to the wind and guided a hand to her breast.

Suddenly, the control he'd been fighting for the whole time, slipped for a second and when she blinked she was on her back and he was on top of her. She wasn't in pain yet so she went with it and raised her head back up to his. His lips were delicious and soft. Surprisingly so, for someone so hard and unfeeling.

Fingers traveled down her stomach and she arched her body against his hand. She came almost immediately, crying out once as her body shuddered its release. He gave her no time to bathe in the afterglow of it. He moved so fast she thought she was dreaming as he put her body on top of his.

"It's best," he said hoarsely, forcing his body to lie as still as possible. This was the part where the others had died although getting to this point hadn't been as pleasurable with them. Her eyes still glazed with desire looked down at him and he had to restrain himself from taking her right then. Thankfully, Kryptonians were experts in the art of self-control.

He was large but she was more than ready for him as she slid down slowly at first then with one hard thrust he was completely inside her. He moaned lowly and the sound made her stomach flip in desire. She moved quickly, placing her hands on his chest for an anchor. He tried remain still but it was impossible. He thrusted up in time with her until her body shook with tremors.

He only lost control once, accidentally using super-speed while he was inside her. Thankfully, he kept his strength in check and she came three more times before he finally did also. It was strange, she noted distantly. She could feel his warm seed inside her before she slowly slid off him and onto the cool sheets, breathing hard as if she'd run a marathon.

He was silent for a minute and then turned to her. "Give me five minutes and I'll be ready again."

The guy is Shor-Ra. I'm sure everyone figured that out. I don't know why I didn't say any names, but I just didn't. I always wondered if Clark would've had sex with Lana sooner if he hadn't been as worried about killing her. I figure that the Kryptonians wouldn't care enough for that thought to even cross their minds. So, unfortunately there would be a trial and error. Here's a heads up; someone-either Clark or Ollie-isn't dead.

Just a side-note about Lois. She's not going to be all willingly and submissive just because Zod threatened her sister. She consented to his proposition because of Lucy and because she needed to get close enough to him to get the ring, but it's not going to be some abuse/rape story. Maybe fringes of non-con at first because he did kill her family and friends, but I think Lois has a lot of deep emotions that she barely acknowledges to herself.