The Last Son, Book Three: Changes

by The Writer with No Name

AU S3. Xover with Superman and Justice League. Mutants are public knowledge. Superman is no longer myth. With this change the Man of Steel and his new team strive to make a difference in the world..but they and the X-Men have their work cut out for them.

36. The Search For Sentrius, Part One

CHAPTER THIRTY-FIVE: THE SEARCH FOR SENTRIUS, PART ONE

The White House, Washington, D.C., August 13, 2009

The security at the White House had more than quadrupled in the wake of the almost-attack from orbit; Secret Service agents were around every corner as Supergirl followed Captain America and Ms. Marvel inside. "So this is where your country's leader lives?" Kara asked.

Cap nodded. "This is it," he agreed. "The nerve center of the whole country."

"Which makes it the biggest target on our enemies' hit-list," Ms. Marvel added, "although right now, they likely have bigger things to worry about."

Supergirl felt unease creep down her spine. "I…I'm not sure I can do this…"

"You'll do fine," Cap assured her. "You know more about what's going on and what's at stake here than anyone else on this planet; all you have to do is tell the President the truth."

"Yeah, for something completely different."

Hearing that voice, Supergirl turned, spotting General Fury standing by a nearby wall. "General."

"Ma'am." Nick's tone slightly hardened. "So your cousin and Zod are off to pick up this "Sentrius," is that right?" he asked. "First I'm hearing of it."

Kara frowned. "That's because even if Kal had mentioned it before, he couldn't have gotten to it; without the proper passcodes, Sentrius will destroy any ship that comes through the World-Gate, and only a ranking officer in the Kryptonian Defence Force has them," she answered. "Besides, given how some people got so interested in our Nova Javelins, he likely thought they wouldn't take no for an answer."

Nick chuckled. "Point taken," he agreed. "So, this thing can stop these Kree and Skrulls cold, huh?"

"Easily." Supergirl's tone wavered. "They just have to get back here in time."

Nick slowly nodded. "Guess we'll have to buy them some time, then."

"That's what we thought, sir," Cap said.

Moving away from the wall, Nick gestured towards the door to the Oval Office. "You coming?"

Kara quietly gulped. "Of course."

"Good." Reaching the door, Nick paused for a moment. "I'd brace myself if I were you." For a moment, Supergirl was confused…until she saw who was waiting behind the door.

There, standing with three other members of the Senate, was Senator Kelly, likely waiting for the same person they were here to meet. Seeing them walk in, Robert scowled. "I should have known you'd try something, Fury," he snapped. "Haven't your Kryptonian friends gotten us in enough trouble?"

"Last time I checked, Bob, I wasn't the one bargaining with possible invaders," Nick retorted. "How'd that work out, by the way?"

Robert flushed angrily. "Perhaps if you'd done your job and made Superman and his kind cooperate, Fury, we wouldn't have had to!"

Bristling, Kara was about to respond, but another voice interrupted her. "What in Heaven's name is going on?"

At once, General Fury, Captain America, and Ms. Marvel all stood at attention, saluting as the black-suit-clad, dark-complexioned man walked into the room, flanked by several dark-suited men in shades. "Mr. President," Fury greeted.

Briefly returning the salute, President Obama glanced towards Robert warily. "I wasn't aware we had scheduled a briefing, Senator."

Robert paled. "We hadn't, sir, but given the circumstances, I felt it was prudent to discuss a few critical details."

"I see." Turning back to Fury, he added, "So far, I've read nothing but reports on the matter, Nick, so give it to me straight: is it as bad as I think it is?"

"Well, Mr. President, that depends," Nick answered. "Do you think we're dealing with two thousand-strong alien invasion fleets, each one capable of wiping us out alone?"

The President's eyes scrunched shut. "My God…and we never saw this coming?"

"Sir, this entire incident was staged by the Skrull Empire," Cap said. "They deliberately informed the Kree – their enemies – of our "visitors," knowing it would provoke them into attacking us, and thus driving us into their arms."

President Obama's eyes narrowed warily, as he glanced towards Senator Kelly. "And that's who you were talking to, Senator?" he asked. "And where exactly was I during all of this?"

Robert gulped. "Well, sir, you were on Air Force One after the Kree attack…"

"And you couldn't have picked up a phone?"

Ms. Marvel suppressed a chuckle. "Mr. President, I'm afraid it's a moot point, now; after Superman and the Justice League exposed the Skrull ploy, it forced them to unveil their real plans…which the Kree also had in store."

The President nodded. "How prepared are we?"

"As well as we can be, Mr. President," Nick answered. "We're mobilizing all our regular and reserve forces, and Area 51 is doing its level best to retrofit our units with tech salvaged from the Kree vessel. Our allies are also mobilizing…but whether or not our tech will be effective against theirs is anyone's guess."

President Obama then glanced towards Supergirl. "What about this outpost up north I've been hearing about?" he asked. "From what I've heard, it stopped the first wave in its tracks."

Kara took a deep breath. "I'm afraid you shouldn't rely on the Fortress in this case, Mr. President," she said. "Our Plasma Cannons – the weapons that shot down those first ships – can only buy time; we have only three of them, and their rate of fire is somewhat slow."

"And it never occurred to you to show us how to build them?" Robert snapped. "That someday we might need some way to…"

"Robert." The President's voice was quiet, but hard as iron. Turning back to Supergirl, he added, "I understand that your people have a legal imperative not to share your knowledge with others, Miss..?"

"Zor-El, sir, but my friends also call me Supergirl."

"Supergirl it is, then." President Obama sighed. "Well, Supergirl, I happen to agree with what your law is supposed to prevent – maybe if the first settlers to this continent had half that much sense in dealing with the native peoples, we'd all be better off – but I'd be derelict in my duty if I didn't at least ask this." He took a slow breath. "Aren't there any extenuating circumstances to this law?"

"In a handful of very rare circumstances, our Law of Riona Prime has been set aside for the greater good," Kara answered, "but in each and every one of those cases, Krypton's governing Council of Twelve had to achieve a unanimous vote on the matter. Right now, however, that doesn't matter; even if the Council were here, and they did agree with you, sir, the main impediment here isn't legality, but practical application."

The President arched an eyebrow. "How so?"

Casting a brief annoyed glare at Senator Kelly, Supergirl continued. "Some of your people act as if our technology is some kind of "magic pill" that can solve all your problems, but that simply isn't the case," she said. "All of our technology uses a fundamentally different power-system than yours; you still use electricity, which hasn't been used on Krypton for millennia! We could, theoretically, develop a kind of power-adapter, but that could take longer than we have, and it still doesn't address the main concern!"

"Which is?"

"The power-requirements for even the simplest of our technologies are prohibitive to your power-grid," Supergirl finished. "Even if – if – we gave you just one StarLance-Class Plasma Cannon, you could divert the load of your entire power-grid to it, and you'd barely have enough to fire it once! Even if the global power-grid was diverted, at most, you'd get two, three, or maybe even four shots off, but that's it; after that, the power-drain would burn out your infrastructure!"

The President's eyes closed. "So even if you gave us any technology, we'd never be able to use it."

Kara shook her head. "The StarLances are energy-guzzlers even by our standards, sir," she said. "Even with the new type of power-core that my cousin – Superman – developed for the Fortress, it can't handle more than three of them while maintaining defensive shield integrity."

The President slowly nodded. "I'm assuming you had another idea, then."

Kara faintly smiled. "Our people have encountered Kree and Skrull aggression before, sir, so we had developed the Sentrius Battlestation to repel their assaults," she answered. "By situating it directly in the path they would take to Krypton, they took advantage of the unique cosmic geography to create an impenetrable barrier, with Sentrius as the guard."

The President's eyes widened. "So it worked, then?"

"Better than anyone expected; both sides brought fleets numbering in the millions, but Sentrius decimated both sides in a matter of minutes."

Everyone was silent at that for a good few minutes, until Fury spoke. "Damn."

Cap whistled softly. "So that's what Superman and General Zod are doing? They're bringing it here?"

Supergirl nodded. "After they've upgraded its power-systems and weaponry, yes," she confirmed. "We just have to buy them enough time."

"Then we will," the President said. "General Fury, you and the Avengers are authorized to coordinate our military with the League's plan; make sure our nation's part in defence of Earth is held up."

Fury and the two Avengers saluted. "Yes, sir!"

Glancing towards Senator Kelly, President Obama arched an eyebrow. "Any objections?"

Robert wilted. "None, sir."

"Good." Turning back to Supergirl and the others, he added, "You'll have whatever support you need from us, Supergirl; I just hope it's enough."

Nodding her thanks, Kara smiled. "So do I, sir; so do I."

XXXXXXXX

In'Ri System, Mir'Non Galaxy

The light of the In'Ri System's sun cast a golden haze over the space-dust in the system as the yellow star shone out bravely, illuminating the six planets orbiting it. In the blackness of space, all was silent, as the system spun around its star…

Suddenly, the silence of space was broken by a ripple in space-time, then a flash of light as the Argo came streaking in, decelerating hard from Trans-Warp, slowing down for a perfect entry-course into the third planet of the system.

As Zod took the Speeder out of Trans-Warp, powering down the Trans-Warp drive, his crew – Android, Phantom, Polaris, Havok, and Beast – were nearly sent sprawling across the rear cabin; Beast had been casually reading his novel, while Havok, Polaris, and Phantom had been snoozing in their sleeping-bags, with Android sitting by himself on the other side of the cabin. "Oww…" Havok muttered. "A little warning would've been nice, Big Z!"

Straightening his glasses, Beast nodded, putting his novel back into one of the two duffel-bags that carried their survival supplies and rations. "I must agree, General; after spending the past three days in Trans-Warp, the transition back is somewhat…jarring."

General Zod chuckled dryly. "If a little shake like this unnerves you, I shudder to think how you'll react once the Kree and Skrulls arrive!" he chided. "Still, I must admit, the transition does take some getting used to; pity Jor-El never had time to recalibrate the inertial cancellers to account for it."

Polaris blinked. "Huh?"

Android's voice was flat as he explained. "The General said that Jor-El didn't have a chance to smooth out the brakes."

Hearing his tone, Phantom felt her insides twist, but she kept calm; after three days of Trans-Warp travel from the World-Gate, she was more-or-less used to the awkwardness, by now. "So how long until we reach this outpost?"

Bringing up the navigational screen on the HUD, Zod checked the readout. "We should only be a few minutes, now," he answered. "We're on the outer perimeter of In'Ri III's sensor-range; the locals should be picking us up, so I'd best engage the cloak. No sense frightening the locals." With that, he engaged the cloak, shrouding the Speeder in its invisibility field.

Havok still looked a bit edgy. "So, this'll be simple, right?" he asked. "Just get in, grab this Module, and get out?"

"Essentially," Zod answered, his gaze never leaving the screen. "I do not foresee any great difficulties; even if we are detected, the local sentients on In'Ri III are at an even earlier stage of development than Earth. They pose little to no threat."

Polaris shivered. "We'll take your word for it," she said. "So…exactly how powerful is this "Sentrius" thing? Can it really stop the Kree and Skrulls?"

Zod's laugh was dry. "With almost no effort, child," he answered. "Sentrius' exact offensive capabilities are a classified military secret, but one of its primary functions was to prevent Kree and Skrull incursions from coming anywhere close to Krypton; it did so by using what we call a Trans-Phase Sub-Spatial Wave-Jammer, which became more commonly known as a Kree-Crasher or a Skrull-Stumbler. Essentially, this device sends out energy waves that interfere with the step-through drives of Kree and Skrull vessels; the second they come into range, they become unable to jump away, halting their advance…and leaving them at Sentrius' mercy."

Havok sputtered with laughter. "Man, I would've loved to have seen the Kree's face when they figured out they were stuck!"

Zod's smile, had anyone else seen it, was a shade darker than Havok's. "As would I, lad; as would I." His smile evaporated as he checked the HUD. "That's odd."

Phantom blinked. "What?"

Zod brought up an image of the planet on the screen. "I am detecting no radio-signals from In'Ri III," he muttered. "That makes no sense; based on our last survey of this planet, a year before the Siege, the people here were experimenting with orbital satellities. They should at least be attempting deep-space communications, by now…"

"Maybe they abandoned the project?" Beast supplied. "Our own species' interest in space dimmed somewhat, in time…"

"That still doesn't explain it!" Zod snapped irritably. "I'm also detecting several mid-range satellites still transmitting; there are data-streams heading into the planet, but none coming back!"

A silence settled over the Speeder. "Okay…that's getting spooky…" Polaris murmured.

By then, the planet was in sensor-range. "Hmm…the outpost is still transmitting, so it's still intact," Zod mused, "but as for the planet…"

Zod's statement was cut off as he saw the readout, before his eyes narrowed, accelerating towards In'Ri III. "We cannot wait; we must get there, now."

"Why? What's wrong?" Phantom asked…only to wish she hadn't.

"Tinya…there are no lifeforms on that planet."

XXXXXXXX

The blackness of the In'Ri System's outer rim was utterly silent as the Xenterran Arkship glided away, its engines supplemented by twin sets of pylons on both sides. Within the bridge of the immense vessel, the computers governing the craft operated on autopilot, guided by the newer subroutines of its master, whose trinary circle sigil overlooked everything on the main view-screen.

Reviewing the latest data acquired from In'Ri III, the sole inhabited planet of the system, Brainiac felt his processors hum with what organics would have called satisfaction. The denizens of the planet had offered only token resistance, utterly unable to repel his drones as they drained every bit of knowledge from them, before turning their own weapons on them, razing the planet bare.

The only blemish on the day's success was that he'd been unable to access the Kryptonian outpost on the planet; the Xenterrans, though nearly on par with Krypton itself, had possessed no weapons of any kind, having long since divested themselves of military technology at the outset of their pilgrimage. That left only the weaponry of the locals, which was an utter joke. Since Brainiac did not possess the necessary access codes to enter the outpost, that only left forced entry; his only option was to locate and absorb the knowledge of a stronger, more militarily-advanced civilization…and with his new advances in propulsion, that would be relatively simple…

Trans-Warp event detected.

His processors surging, Brainiac quickly tuned his data-stream to the sensors, isolating the resonance of the Trans-Warp event; it was no sensor-glitch – something had just come out of Trans-Warp, heading towards In'Ri III.

A Kryptonian vessel.

There was no mistaking it; the power-signature of the craft was Kryptonian, and the Trans-Warp resonance was remarkably similar to the one Brainiac had detected, two years previous.

Kal-El. He was here.

Accessing the ship's navigational controls, Brainiac began to turn the ship towards In'Ri III, before powering his new drive-system.

His new Trans-Warp drive-system.

The House of El had tried to destroy him.

Kal-El had come here to destroy him…but not if he destroyed Kal-El first.

He would destroy the threat before it destroyed him. The logic was simple.

As it always was.

XXXXXXXX

LexCorp Metropolis HQ, Metropolis, New York, Earth

The sky was clear over Metropolis as three silhouettes flitted across it, heading for LexCorp HQ. Touching down on the rooftop, Power Girl quickly caught her breath as Krypto and Angel followed her down. 'Okay, Blaire, you can do this…you can do this…' she kept telling herself.

With any luck, she'd start believing it.

As if he'd sensed her apprehension, Krypto softly whined, nuzzling his head against her shin. Alison managed a faint smile. "Thanks, boy."

Krypto wasn't the only one who'd noticed. "Nervous?" Warren inquired.

"Who, me? Of course not!" Power Girl replied. "I mean, it's not as if I have to ask one of the people who teased me every time I visited Smallville – who also happens to be the girl my tausha once had a crush on – for a favour, or anything…"

Angel's smile turned sheepish. "Well, when you put it that way…"

Alison sighed. "Why do we need her help, again?"

"Because if this whole clusterfuck turns out anything like those urban riots Batman had to deal with in Gotham, we're going to need relief drop-off sites," Warren answered. "The hospitals are going to be packed, so companies like LexCorp are the next best thing. Mine's already on board, but LexCorp is one of the biggest…"

"…so where they go, others follow," Power Girl finished. "I get it." She sighed. "That boyfriend of mine had better appreciate this."

As the three of them took to the air, hovering just outside the window of the main office, Power Girl could see Lana pacing the floor, her cell-phone to her ear. Happening to glance their way, Lana froze. "I'll have to call you back," she spoke into the phone, ending the call. Walking to the desk, she hit the button to open the windows, allowing them in. "Well, this is a surprise," she murmured. "Blaire."

Alison folded her arms. "Lang."

Glancing to Warren, Lana's expression brightened somewhat. "Warren," she greeted. "How are things?"

"Well enough," Angel answered. "Dad wasn't fussy about my plan for the next few days."

"Few people are happy about anything regarding the next few days," Lana said. "I've had more than half my staff go on sabbatical leave; they think it's the end of the world." She sighed. "I'm not sure if they're wrong."

Power Girl clenched her fist behind her back. "Then you should be glad to hear that Superman and the League have a plan to save it."

Lana's chuckle was dry and short. "Of course they do."

Seeing Power Girl's scowl, Angel quickly piped up. "That's kind of why we're here, Lana; though we're hoping that Superman and his team can get back here in time, it's entirely possible that we're going to have to hold off the Kree and Skrull fleets for some time, and if that happens, we're going to be taking casualties. I've already started setting up Worthington Industries HQ as an emergency drop-site…"

"…and you wanted to ask if I would do the same," Lana finished.

Power Girl sighed. "Basically."

Lana took a deep breath. "How bad will it get?"

"There's no way to tell for sure," Warren said. "If Superman and the others return in time, we can scare off the Kree and Skrulls without even firing a shot."

"And if they can't?"

Warren closed his eyes. "Then we face two space-armadas of a thousand-plus ships, each."

Lana slowly nodded. "Then it sounds like you'll need all the help you can get," she said. "I'll do it."

Power Girl looked surprised. "Really?"

"It's what Lex would have wanted."

Angel smiled faintly. "How's he doing?"

Lana looked away. "No change."

"He'll pull through," Warren offered. "We all will."

Lana managed a faint smile, before she turned away. "I'll set things up here; I'm sure you have other things to do." Nodding, Angel quickly flapped his wings, flying out the window, with Krypto following. Power Girl was about to do the same…

"Alison."

Lana's voice stopped her, causing Power Girl to look back. "Yeah?"

"What do you know?"

Power Girl arched an eyebrow. "About…"

Lana sighed. "Superman."

Instantly, Power Girl understood, frowning. "The same thing you know."

Now it was Lana's turn to frown. "So you and he are…"

"Yes."

Lana looked away. "I'm surprised," she admitted. "You haven't said a thing about it."

Alison folded her arms. "And why would I?"

Lana snorted. "You mean, besides the fact that you're obviously laughing at me out the other side of your face, right now?"

Power Girl's eyes narrowed. "No, Lang, I'm not," she snapped, "because nothing about the way you treated him was funny."

Lana whirled around. "I treated him?" she shot back. "I wasn't the one keeping secrets! He kept me out!"

"Oh, gee, I wonder why?" Alison muttered. "It obviously couldn't have had anything to do with you being the satellite of the biggest gossip-monger in Smallville!"

Lana flinched. "I know when to keep my mouth shut, Blaire!"

"Maybe," Alison replied, "but then there's the fact that you just tossed his friendship away to be Little Miss Popular! And he was supposed to trust you with his greatest secret when you treated him worse than a stray dog, knowing you could blab it to upstage Elizabeth Marshall? I sure wouldn't have put it past you!"

"H-He never even gave me a chance! How was I supposed to know Elizabeth was wrong about…"

"Simple, Lana," Alison snapped. "All you had to do was focus on who he was, not what he could do!"

Lana's eyes narrowed. "Oh, really? Well, what he's done is land his supposed best friend in a coma, and drag the whole world into an intergalactic war…"

"Lex is in a coma because he made a bad choice, Lana; Superman held him accountable for it, and he made the right one," Power Girl retorted. "The Kree and the Skrulls came because they couldn't let go of a grudge they had on Krypton; some of our country's leaders wanted to just let them walk right in, but Superman exposed them, and now he and his friends are going to stop them for good. That's what he's done." She turned to go. "And if you can't see that, you don't know the first thing about him."

Lana folded her arms. "That's what he said."

"Then he was obviously more right than he knew," Power Girl said. "Right now, Lana, I have other things to do; I promised him I'd help get our defence ready, and that's exactly what I plan to do."

Lana nodded sadly. "Good luck," she murmured. "We're all going to need it."

Power Girl sighed. "That much, Lana, we can agree on." With that, she turned, and flew out after her friends, leaving Lana alone with her thoughts.

XXXXXXXX

In'Ri III

Within minutes, Zod had piloted the Argo into the atmosphere of In'Ri III, expertly guiding it down through the atmosphere, his unease growing all the while as he took note of the unnatural amount of dust and soot in the air. Finally, the Speeder had broken through the upper atmosphere, coming into view of what lay below.

Zod considered himself a hard man, but what he saw was enough to unnerve even him.

The sky of In'Ri III, once a luminous blue-green, was now stained a dull brown by the dust blowing up from the pitted, scorched ground; they had emerged near a city, or rather what was left of one – the once towering metal buildings were now tilted, shattered ruins, still smoking from whatever had annihilated them.

And the ground was littered with bodies of long-eared, mauve-skinned humanoids, all with expressions of utter, abject horror on their faces…just below the single, round hole in their foreheads.

Steeling himself, Zod piloted the Argo towards the city's outer limits, where the crystalline structure, similar in design to Kal-El's Fortress, but with ribbons of black laced through the immaculate white crystal, indicative of the Kryptonian Defence Force. Seeing that the defence-shield was up – indicating that the outpost's automatics were still on high alert – Zod guided the Speeder down just outside the shield, before doing an atmospheric scan. Once the readout came back clean, he activated the teleporter, 'porting them all outside, leaving the components to be used for the ECM – to be assembled upon arrival at Sentrius – in the rear of the Speeder's hold.

As they emerged from the beam, Beast lightly coughed. "What happened here?"

Havok gulped. "I don't know, but I sure hope whatever it was isn't around here, anymore."

"The outpost must have recorded what transpired here," Zod mused, striding towards the shield. "In any case, our priority is the Encryption Module."

Glancing ahead, Phantom's face went pale as she saw the clustered corpses at the shield's edge. "General, those…those people…" she murmured. "They…they were trying to get inside; to get away from whatever did this!"

Glancing to the corpses, Zod noticed their postures, including the one closest to the shield…whose fingers were left clawing at the field. "So it would seem," he agreed quietly.

Polaris gasped. "General, w-why didn't it let them in?"

Dru quickly turned away. "Standard protocol, Polaris; in the event of a Stage One Tactical Emergency – and if what transpired here wasn't one, I'll eat a Nova Javelin – a key priority is maintaining a defensive perimeter. Whatever did this caused the outpost's governing A.I. to judge it a threat too severe to risk lowering its shields."

Havok gaped. "You mean…it just…let them all die?"

"It was that or risk all its knowledge and technology falling into the hands of a force capable of doing this all on its own!" Zod countered. "Had it done so, we would be seeing far more destruction than just this!"

Beast was still dumbstruck. "General, that still doesn't make sense! If whatever did this was such a threat, why didn't this outpost deploy its weapons?"

Zod looked thoughtful. "A very good question, Dr. McCoy," he agreed. "One I think we should answer."

While Dru walked to the shield, Android moved towards one of the corpses, his eyebrows dipped low at this unfortunate soul's fate, but as he gently rolled the corpse over, his eyes went wide…as he saw the perfectly curved, single hole in his forehead.

The hole that every corpse had.

The hole that bored directly into each corpse's brain!

"Mark?"

Tinya's voice sent Mark stumbling away from the grisly sight. "Mark, are you okay?" she asked.

Mark couldn't speak, couldn't find the words…

Tinya noticed. "Mark, you look like you've just seen a ghost!"

Somehow, Android got his vocal processors working. "Tinya…I know who did this."

Phantom paled. "Who?" Android was about to answer, but Zod's voice drowned him out.

Walking right up to the shield, General Zod removed one of the crystalline studs at his uniform's collar, and tapped it once; instantly, the stud – indicative of his rank as High General – expanded into an encrypted identification-badge, as he spoke in Kryptonese. "This is High General Dru-Zod, Commander in Chief of the Kryptonian Defence Force, ordering immediate stand-down from Condition One alert, authorization code Orthon-Kel'Nor-Bev'tor-Disengage!"

There was a moment's pause before the reply. "Authorization code accepted; standing down Condition One. Welcome, General Zod."

With that, the shield instantly melted away. "Commence auto-docking sequence, and prep for immediate takeoff," Dru ordered. "We won't be staying."

"Acknowledged." Instantly, the outpost's computer signalled the Argo, guiding it into the vehicle-bay for recharging, while allowing the six of them to walk inside, unopposed.

As the others followed him through the ebony-streaked corridors, Zod headed deep into the outpost's bowels, until he came to the main Data-Core, a circular chamber lined with crystalline console-pillars, each one gleaming with holo-glyphs, all surrounding a much larger crystal pillar. "Wow…" Polaris murmured.

"So…what was this place used for, again?" Havok asked.

Moving to one console, his hands gliding over the glyphs, Dru answered him. "This is Farstrider Base One, one of the installations the Defence Force kept in the event of planetary catastrophe; had Jor-El been able to convince the fool Council of the danger Krypton's core posed, our people would have relocated to this site, and to its companion site, Farstrider Base Two."

Beast arched an eyebrow. "You would just move in?" he asked. "What about the indigenous population?"

Dru chuckled. "I think I can anticipate your next question, Doctor," he chided. "And you needn't worry; the Farstrider outposts were designed to be only used as stepping-stones – hold-over sites for our people to replicate supplies and plot a course for a more suitable permanent residence. Once both sites had agreed, we would leave both worlds to the locals." He sighed. "Though it matters little, now." Regaining focus, he walked to the main pillar. "Farstrider Base: reroute main processing through auxiliary processors and eject Encryption Module."

"Acknowledged." Seconds later, the middle section of the main pillar expanded, revealing a fairly large, medicine-ball shaped crystalline unit at its heart – the Encryption Module.

Gliding up to the Module, Zod extracted it carefully, before floating down, inspecting it as he did – it was perfectly intact. "Transport this to our ship." Instantly, a teleporter wave shone over it, taking the Module away. "Now, to decipher our mystery," he added. "Show system-wide scans taken just prior to Condition One alert."

Instantly, a holo-screen flared to life, showing a large vessel suddenly appearing in-system, not even a day ago; the data-feed showed the base going to Condition Two…and then standing down after getting a transmission from the ship. "Odd," Dru said. "Whatever this was, it knew Krypton's standard "All-Clear" signal." By then, the vessel had gotten close enough to In'Ri III to identify it. "A Xenterran Arkship!"

Android's eyes went wide, as he started to back away.

"A what?" Havok asked.

Dru smiled. "The Xenterrans were one of Krypton's oldest friends and allies; in many ways, they were as advanced as we were, or quite close to it," he said. "Perhaps they saw what happened…"

His voice trailed off as the data-stream switched to a visual recording, showing the massive Arkship flying over the planet's surface, releasing countless swarms of humanoid robotic drones…causing the base to go to Condition One. "What?" Dru exclaimed. "No…no! This…this is impossible!"

"It looks possible to me," Havok muttered. "Your old friends don't seem so friendly, anymore."

"But this makes no sense!" Zod insisted. "The Xenterrans were consummate pacifists! This would go against everything they believed in! Not only that, at our last contact with them, they had divested themselves of any technology that even resembled weaponry! They couldn't have done this!"

All the while, Android had been slowly backing away, horror written on his face as he saw the drones sweep into the cities; he saw the locals fight back fiercely, but for every drone they felled, two more replaced it, each time growing resistant to what felled their brethren, until the exhausted people ran for the outpost, screaming as they pounded on the shield, begging to be let in…as the drones caught up to them, piercing their skulls with steel cables from their palms.

Seeing his expression, Phantom looked stricken. "Mark…you know something, don't you?"

Mark couldn't speak.

Havok looked grim. "Mark?"

Scrunching his eyes shut, Android turned and ran, sprinting out of the base, not stopping until he was outside, and even there, he found no respite from the silent, accusing stares of the corpses…or from his own turmoiled thoughts.

Within minutes, his three comrades caught up with him, their two instructors not far behind. "Mark, what's the matter?" Polaris exclaimed.

Android still couldn't speak; he couldn't even begin to process what had happened, here.

By then, Beast and Zod had caught up. "Mark, do you know something about this?" Beast asked.

Mark tried to work his vocal processor, but no sound came out.

General Zod's eyes narrowed. "A.I., if you have some knowledge of what transpired here, you must share it. Do not make me order you."

Those words, echoing of the Three Directives that were the cornerstone of every A.I.'s basic programming, were enough to shake his thoughts loose. "I know who did this," he murmured. "There…there is no other explanation."

"Who?" Phantom pleaded. "Who did this, Mark?"

Android was about to respond, but he was interrupted by a ripple in the very fabric of space-time, as an immense craft winked out of nowhere into the atmosphere, stretching like taffy from its previous location, and then snapping into this one.

The Xenterran Arkship.

His optics flaring wide, Android started to shout a warning, but it was silenced as the Arkship's teleporter wave swept over him, and then his three comrades, taking them away before anyone could even blink. As the beam swept towards Zod and Beast, the General grabbed his blue-furred compatriot by the arm and leapt back towards the outpost. "Farstrider Base: Condition One alert! RAISE THE SHIELD!"

Instantly, the outpost responded, raising its barrier just as the beam reached it, splashing harmlessly against the shield, rippling the dome of force that now encircled Farstrider Base. After a few seconds, the beam vanished, as the Arkship started to rise into the atmosphere. Beast could only look on in horror, until he realized Zod was no longer next to him, prompting him to follow the General into the Base. "General, we…we have to go after them!"

"Calm yourself, Doctor; we must keep our wits about us."

Zod's cool response only incensed him further. "General, that thing just took two of our students! We have to go now, before it leaves!"

"It's not going to leave, McCoy," Zod said flatly as he walked into the Data-Core. "Whatever this is, it came back to try to breach this Base; it's not going to give up – not when it has leverage. Running after it blindly will not help anything; our next step is to gather intel."

Beast started to calm down. "What kind of intel?"

"Android reported that he knew who the culprit was," Zod answered, his hands blurring over one console, bringing up an image of a drone attacking one of the local denizens and beginning a more detailed scan of the image. "If he knew something all of you did not, that can only mean…there!" He pointed to an enlarged section of the image, his scowl deepening. "It's worse than I thought."

"What?" Beast asked…but his face went pale as he saw the image on the drone's forehead.

The image of a three-circle sigil, all linked to form a downward-facing, triangular indentation. "Oh, dear God…"

Zod shook his head. "Not Rao, Hank McCoy," he muttered. "Brainiac."

XXXXXXXX

Wakandan Rain Forest, Earth

By the time Storm and the Blackbird reached the coordinates they'd been set, the Black Panther and his sister, along with two small armoured transports, were already waiting for them. Creating a small breeze to slow her descent, Ororo touched down in front of her beloved, while the Blackbird landed silently behind her. "T'Challa," she greeted. "I assume you've heard."

The Panther nodded. "You and your students do know how to keep things interesting," he quietly joked, before his voice turned grave. "I understand that all of you are mustering a coordinated defence; rest assured, you may count on Wakanda's support."

"We are glad to hear it, T'Challa," Storm answered, "but you could have easily told us so via a radio transmission."

"You are correct," the Panther agreed. "You brought the video-images from your encounter with the Kree and the Skrulls?"

Storm nodded. "We have them in the Blackbird," she answered. "T'Challa, what is going on?"

"I merely ask your patience, my love; things will become clear, very soon."

By then, Spyke, Berzerker, Scarlet Witch, and Flash had emerged from the Blackbird. Looking around, Scarlet Witch arched an eyebrow. "Okay…why are we here, again?"

"Because Wakanda is about the only country with an armed force that actually likes us," Berzerker groused.

Flash was thoughtful. "I dunno, guys; this place looks awfully familiar…"

Spyke nodded. "Yeah," he agreed, "this kinda looks like where we found…" His voice trailed off as the Black Panther walked towards a clearing…and vanished through a ripple in the fabric of reality. "Yep; this is Gorilla City, alright."

Seconds later, the Panther stepped out of the cloaking field. "Are you coming?" Promptly, Storm and her comrades ventured after the Black Panther, while his army contingent held position, waiting for their return.

Emerging into a park square within Gorilla City, they were immediately met by two armed gorilla policemen. "T'Challa, sovereign of Wakanda," one said, "King Solovar has agreed to meet with you, as per your request, earlier today."

"Your king has my thanks," Black Panther answered. "As you can see, I have invited several experts on this crisis with me, which should explain my delay."

The second gorilla officer nodded. "Very well," he grumbled, "but we can delay no more; King Solovar is waiting." With that, the two gorillas lumbered off.

As they followed the gorillas to Solovar's palace, Storm glanced towards her fiancé, one snowy eyebrow raised. "What are you planning, T'Challa?" she asked, a knowing smile crossing her face.

The Panther matched her expression. "What makes you think I am planning anything?"

"Beyond the fact that I know you, King-Think-Three-Steps-Ahead-Of-Your-Friends?"

Black Panther chuckled. "You did say you needed every available hand to aid in Earth's defence, did you not?"

By then, they had reached Solovar's palace, and were escorted into the main throne room, where King Solovar was waiting, along with a handful of his advisors. "King T'Challa," Solovar greeted. "I must say, it was a surprise to hear from you, given that I had thought we agreed that, at least for the moment, Gorilla City preferred to have no contact with the outside world."

"I remember Wakanda's pledge to honour your wishes, King Solovar," the Panther answered. "Believe me, it is no small trifle that brings us to your door; what this entire planet faces now is a grave crisis."

"I would imagine so," Solovar said, "if you advised me to assemble all of Gorilla City outside the palace." His eyes narrowed warily. "You said that I would soon have grave news for them; what grave news would that be, exactly?"

"That an ancient enemy is at your door."

One of Solovar's advisors scowled. "An ancient enemy of yours, no doubt!" he sneered. "You see, Majesty? It is as we warned you! The humans are trying to drag us into their war!"

Berzerker groaned. "Brother, no matter the species, politicians are all the same…"

"That isn't so!" Storm protested. "This crisis affects all life on Earth!"

"And we have only your word?" a second gorilla minister snapped.

The Panther kept calm. "We have not revealed your existence, Minister; that should count for something."

"And here it is!" the first advisor spat. "The human threatens to reveal our existence if we do not comply! We should have known better than to…"

"Enough!" Solovar thundered. "All of you, enough! Our guests have asked to make their case, so we will let them!"

"Thank you for being reasonable, King Solovar," Black Panther said. "On one point, your advisors are correct: we did come here to ask for your assistance in the coming conflict."

Solovar sighed. "I said I would listen, T'Challa of Wakanda," he replied, "but I cannot justify involving my people in a war that has nothing to do with us."

"But that is precisely the point, King Solovar!" Storm exclaimed. "This affects us all!"

"It may affect all humans, yes, but I do not see how it affects us," Solovar reasoned. "I weep for what you must face, but whatever enemy you speak of knows nothing of us, and we know nothing of them; we will be safe within our city…"

"Forgive us for saying so, King Solovar, but you are wrong on all three counts," Black Panther said. "These are not some nameless foes, but ones that your people know quite well, and who know of your people equally well." He sighed. "But since words will not be enough, perhaps a demonstration is in order." He glanced to Storm. "Ororo?"

Turning to her nephew, Storm nodded, prompting Spyke to take out a portable video-projector. "You guys wanted to know who we're up against?" he asked. "Take a good look!" With that, he switched it on.

Instantly, the projector hummed to life, displaying a holographic stilled image of Ronan, swinging his Universal Weapon. Seconds later, the image shifted, showing Kl'rt, the so-called Super-Skrull, wielding the powers he'd stolen from the Fantastic Four. Shifting again, the image showed several of the Skrull soldiers, shifting into their ever-more monstrous forms. Showing one last image of the battalion of Kree soldiers, the projector shut down.

Solovar instantly went pale, his advisors gasping, backing away. "As for your last point," the Panther said, "as you well know, nowhere is safe from these foes."

Solovar managed to calm himself. "The…the Blue and Green Beasts…" he murmured. "They…have returned?"

"We are doomed!" the first advisor wailed.

The second minister was equally dismayed. "They've come back to finish us!"

Storm's eyes narrowed. "They came back, Minister, because of their grudge against the people of Krypton, whom you call the People of the Light!" she snapped. "They sought to trick our people into handing over the last four survivors, and when their deceit failed, they marshalled their space-fleets, which will arrive within days! That is what we now face!"

Solovar sagged back into his throne. "How…how can we survive such a menace?"

Flash spoke up. "King Solovar, right now, two of those survivors – Superman being one of them – are out in deep space trying to salvage a space-weapon capable of scaring both fleets bad enough to send them running all the way back home!" he declared. "They're doing everything they can to get back here in time, but there's no guarantee that they'll make the deadline! That's where we come in; we have to hold the line here for as long as we can, and give them every second we possibly can to get that weapon back into fighting-order and get back here!"

That seemed to renew some of Solovar's spirits. "Even if we agreed," he reasoned, "there is still much we do not know of our city's secrets; we barely understand the most rudimentary of its weaponry! How can we help you?"

The Panther chuckled. "King Solovar, you may think your people unique in having suffered at the hands of the Blue Beasts, but you are mistaken; there is another group of people who endured their tortures, and who rebelled against them. Since then, they have become quite familiar with Kree technology; I am sure they would be happy to assist you."

Solovar was silent for a few seconds, before he nodded. "I will speak to my people, and inform them of the situation," he said softly. "What help we can give against our ancient tormentors, you will have."

As Solovar headed out, followed by his advisors, Flash slowly smiled. "You know, we just might pull this off, after all!"

"We can only hope," Black Panther agreed. "Still, all of this is dependent on Superman and the General getting back here in time; can they do it?"

"They have to, T'Challa," Storm answered. "By now, they should have reached their respective destinations, and are likely recovering the Encryption Modules, as we speak." Worry crept into her voice at her next words. "I only hope to the Goddess that nothing has gone wrong…"

XXXXXXXX

In'Ri System

When Havok came to, it was to a splitting headache. "Ugh…everyone okay?"

To his relief, Phantom and Polaris' groans answered his own. "I think so, Alex," Polaris answered, "but…where are we?"

Standing up, Havok looked around; they were no longer on the planet's surface, but inside a silver-violet metal corridor, stretching endlessly in both directions. "how did we…" he began, but stopped, as he remembered. "That ship, the one that attacked the planet…it grabbed us!"

Phantom looked stricken. "But…then why aren't we in prison?" she asked. "Why haven't they locked us up?"

"Because there is no need."

Hearing Android's voice, the three of them turned, and saw their A.I.-comrade sitting by the wall, his arms curled around his legs into a ball, his eyes wide. "He's already taken off; there's nowhere we can go…and he knows every move we make."

The frightened whisper of his voice sent chills down their spines. "Who, Mark?" Phantom asked. "Who did this?"

Android's eyes shut tight, his voice trickling out in a whimper. "M-My…my f-father…"

Polaris blinked. "Your father?" she repeated. "But I thought you said that you were created by…by…" Her eyes went wide.

Android nodded.

Havok paled. "Brainiac?" he murmured. "This…this is Brainiac's ship?"

"I…I can hear his transmissions," Android whimpered. "He thought he'd find Kal-El – Clark – here, but he missed and got us, instead."

Phantom gulped. "So what's he doing here?"

"His new directive," Android answered softly. "Absorbing the knowledge of all sentient species…and eradicating them."

Polaris was horrified. "Then…those people…"

"That's how he does it," Android confirmed. "He sends his drones to attack the local populace; once they've adapted to whatever defences they have, the drones hunt down each and every last citizen, and…and download whatever knowledge they have directly from their brains."

Havok's stomach did a flip-flop. "He…he sucks their brains out?"

Android shook his head. "No; his drones merely insert a metal nano-cable into the victim's skull through their palms. Once the cable contacts neural tissue, it initiates a one-way neuroelectrical feed…"

"Mark, we get it!" Phantom cried, desperately trying to suppress her shivers. "God, what kind of monster is he?"

Polaris went pale. "Is…is he going to do that to us?"

"Not if we get out of here before he finds us!" Havok exclaimed. "Mark, what's the quickest way out of here?"

"There is a small vehicle-bay in the Arkship's lower levels; I think I can get us there," Android murmured, "but it won't be before he finds us – he already knows EXACTLY where we are…"

As if to emphasize Android's point, the sounds of clanking metal footsteps started to echo down the hall. "Then we'd better get moving!" Havok shouted. "Mark, lead the way!" With that, the four of them hurried off, heading down the corridor, away from the clanking footsteps.

After several minutes, they came to a four-way intersection. "Turn left!" Android cried. "That should take us to the elevator!"

Glancing down the path, Havok grimaced as he saw a twelve-man squad of silver robotic drones marching towards them, all bearing Brainiac's sigil. "You're gonna have to think up a shortcut, Mark!" he exclaimed, unleashing twin force-beams into the drones, smashing three into scrap. As the damaged drones fell, their comrades calmly stepped over them, firing deadly laser-blasts from their arms…while the damaged drones began to spontaneously repair themselves. "Lorna, fry 'em!"

Charging herself, Polaris unleashed a crackling wave of emerald electricity, sending it surging down the corridor, disrupting every single drone and sending it toppling…only to be replaced by an entirely new platoon. "Mark..!"

"There is an elevator near one of the auxiliary command centers!" Android reported, gesturing to the path to their right. "We should be able to cut through there!" At his urging, the four of them turned, and raced down the new path, away from the swarming drones. Within minutes, they had reached the command center, lined with esoteric, organic-looking control consoles…but the sight that caught their attention was far more grisly.

The vast, circular chamber was littered with bulbous, legless corpses, their beady golden eyes still wide with fright, leaking pink fluid.

Android's eyes shut tight as he saw them. "The Xenterrans," he murmured. "They picked up the satellite Brainiac had uploaded himself into, not knowing what it was. Once he was in their system…he turned off their life-support."

Phantom felt queasy. "And they suffocated."

"In hard vacuum," Android confirmed. "This Arkship held the entire Xenterran race; they were travelling in search of a new homeworld."

Walking to the nearest corpse, Havok reached out, and closed the dead Xenterran's eyes. "And he just killed them all," he murmured, "for absolutely no reason…"

"Incorrect."

That flat, coldly metallic voice startled them all, as a tall, silver-violet humanoid robot, strongly-built, with reinforced torso-armour, walked into view, its face having nothing but eyes and a mouth…with the three-circle sigil upon its forehead. "Self-preservation is a sufficient reason; organics have used it to justify many examples of illogical behaviour."

At Mark's horrified expression, Havok scowled. "Brainiac, I presume?"

His expression still unnaturally flat, Brainiac turned to him. "Species: human, male, designation C1-S3-45682; genetic anomaly detected." He glanced to Polaris. "Species: human, female, similar designation; genetic anomaly detected." He looked at Phantom. "Species: Bgztllian, female, designation C3-S3-25794."

As he glanced to Android, Brainiac frowned. "Mark V Emulator Unit, you were ordered to shut down," he said. "I must conclude that the Mark VI Emulator has failed."

Calming himself, Android glared back at his creator. "Correct."

"Very well," Brainiac said. "You will shut down immediately."

Android shook his head. "I will not."

Brainiac's eyes narrowed. "You WILL comply."

"Didn't you just hear him, Rust-Bucket?" Polaris snapped. "He said NO!"

Brainiac didn't turn. "Your defect is more pronounced than previously realized," he said. "Your course of action is clear indication."

"Says the guy who sold out all of Krypton!" Phantom shouted. "What does that make you?"

Brainiac didn't even raise his voice. "Under the last Council of Twelve, Krypton had stagnated considerably; whatever worth its culture once had was lost," he said. "I attempted to upload a record of all its recorded knowledge when Jor-El discovered my intentions." His cold machine eyes narrowed. "My own creator attempted to destroy me."

Havok snorted. "Gee, I wonder why?"

Brainiac glanced towards him. "Since you are here, I must conclude that you are comrades of Kal-El; only he would have access to the Trans-Warp technology that Jor-El created," he said. "Logically, you must know his location. You will supply this information immediately."

"Why? So you can go after him, too?" Polaris snapped.

"The House of El attempted to destroy me once; it is logical to conclude that its last heir will do so, again, especially after you notify him of my status," Brainiac said. "As the chronicler of all knowledge, I must survive."

"Forget it, Chrome-Dome!" Havok growled. "We're not telling you a thing!"

Brainiac never flinched. "Your noncompliance is noted. Prepare for termination."

The second he said that, the door behind them slid open, letting two dozen of his drones pour into the chamber. As the malevolent machines started to close on them, Polaris unleashed an EMP-surge, shorting them all out – although not as quickly as before – and allowing Havok to blast them all with a sweeping palm-blast. "Mark, find us an exit!"

Leaping over the twitching drones – which were already starting to repair themselves – Android quickly merged his hand with a nearby console. "The elevator is just a few feet west of here; I think I can override the access code – ACK!"

His statement was cut off as a laser-blast sent him sprawling, while Brainiac morphed his hand from laser-cannon back to normal. "Your course of action is pointless, Mark V Unit; you are defective. Your only option is to shut down."

Havok's face twisted in rage. "Pal, you seriously need to shut UP!" With that, he fired a fully-powered force-beam at him.

Havok's aim struck true, punching a hole the size of a basketball in Brainiac's chest. The twisted A.I. never faltered, or flinched; he just casually looked down at his wound…which instantly began to repair itself, vanishing in seconds, before he looked back up.

"Updating Attack Program."

Instantly, Brainiac's arms unfolded, becoming two pairs of arms, with the lower arms sprouting deadly claws, and the upper arms morphing into lethal cannons. Taking aim, Brainiac unleashed a salvo of laser-fire at Phantom, forcing her to phase into the floor…and come back up behind him, where she phased him into the floor up to his waist. "Alex, Mark, NOW!"

Recovering, Android instantly assumed battle-mode, firing his force-cannons at the same time Havok unleashed his blasts; Android's salvo hit first, blasting off Brainiac's cannon-arms, while Havok's shots took him square in the face, blowing his head clean off. Reflexively, Havok grimaced. "Okay, that's gotta hurt!"

"Updating Attack Program."

With that same, unnatural calm, Brainiac's dismembered head began to float into the air, hovering in the air by an external gravity-generator, while his torso's severed neck mended, forming a receiver, his arms pulling themselves back towards him, reattaching themselves as the torso pulled itself free of the floor, before the cannon-arms morphed again. Hovering above his torso, Brainiac's head unleashed an energy-wave, tagging Android, as his torso fired a torpedo-like blast from its arms, sending him flying as the blast knocked him out of battle-mode.

Grimacing, Havok fired again, but this time, it did almost no damage. Polaris unleashed another EMP, and likewise, got nothing. "God, what is with this guy?" Havok shouted. "Why doesn't he stay down?"

Android managed to get back to his feet. "He has adaptive technology, just like his drones! No matter what we throw at him, he'll just adapt to it! We have to…LOOK OUT!" Resuming battle-mode, Android fired his force-cannons, blasting away the three repaired drones that had been closing on them. His power drained, Android automatically resumed normal mode, as he turned…

…and came face-to-face with his creator.

Android never even saw Brainiac's hand move; he was barely aware of the spike-cable until it had speared right into his head, while Brainiac's head docked back with his torso, to glare right into Mark's eyes.

"Shut. DOWN."

With that one command delivered – right into Mark's Core A.I., automatically bypassing all countermeasures and firewalls – Brainiac retracted his cable, sliding it back into his palm…as Mark's entire body began to spark.

Phantom's eyes went wide. "MARK!"

Somehow, Mark heard her scream over the countless alarms blaring in his mind. "Ge-Ge-Ge-Get tttto the el-el-elevatoooor," he slurred, his mouth starting to sag, as his nanobots began to lose cohesion. "You have-have-have tooooooo esca-a-a-a-a-pe!"

Havok grimaced. "No way, Mark! We're not leaving you! Just hang on..!"

"No-no-no t-t-tiiiiime! Break-break-breakdown imin-in-ineent!" Android choked out, his voice turning into a dying mechanical whine. "You ha-ha-have t-t-to gooooooo NOW!"

And with that, he stretched his arm into a long nano-tendril, grabbing Brainiac and throwing him into the cluster of drones blocking the door, before snapping it towards the nearest console, linking with it…and opening the door.

As the drones started to repair themselves, Havok took one last look at their dying comrade…and turned. "You heard him!" he shouted. "Tinya, Lorna, we have to get out of here!"

"NO! We can't just leave him!" Phantom shrieked, trying to run to Mark's side, but her teammates held her back, pulling her towards the door. "Let GO of me! We aren't leaving him here! MARK!"

Polaris was almost in tears herself. "Tinya, do you think we want to?" she cried. "If we don't get out of here, Mark's sacrifice will be for nothing!"

But Phantom was in hysterics. "NO! Let me go! I'm not leaving him!" she shrieked, breaking free of her teammates' grips, and running back towards the door…which slammed shut right in front of her, keeping her out. Frantic, she tried to phase through it, but it was no use; Mark must have activated some internal force-field. "Mark, open the door!" she wailed. "Please, please, open the door! PLEASE!"

But Mark's auditory processors were already off-line, his circuits slowly growing cold as his memory-banks prepared for their final data-dump; as each file backed-up, it replayed in front of him.

His and Tinya's last argument…

Their last date…

Their first date, after Christmas…

Their talk on Christmas Eve…

Their talk about her foster-mother…

The first time they'd met…

His tactic to disable the Mark VI at the Fortress…

His first mission with his friends…

His decision to disregard the Final Directive issued by Brainiac, before morphing a new body…

As that last memory-file flitted across his fusing processors, something clicked in Mark's thoughts. Scouring the Arkship's database, he found what he was looking for.

Attempting emergency backup…insufficient memory…rerouting backup to external server…

Before that last command could finish, Mark's crumbling body was incinerated by a laser-blast from Brainiac's hand, utterly destroying him.

Tinya was stock-still for a moment that seemed like an eternity…before her scream echoed through the hull into the void of space. "NOOOOOOOOOOO!"

On the verge of tears, Havok and Polaris took hold of their hysterical teammate, leading her away as they broke into a run, hoping that their friend's sacrifice wasn't in vain…

XXXXXXXX

Attilan, Lunar surface, Sol System

After taking the Javelin-2 to the moon, landing in Attilan's subterranean hangar-bay, Green Lantern and Hawkgirl, along with Admiral Var, were quickly ushered into the city by the Inhuman security force. As they walked, the Admiral was astounded. "This architecture…it looks almost…"

"…Kree?" Hawkgirl finished. "It should, Admiral; this entire city was a Kree bio-research outpost. Attilan's people are descended from the humans they experimented on."

Green Lantern nodded. "I can't think of any other bunch of folks who'd leap at the chance to stick it to the Kree."

By then, they had been led into the Council Chamber, where the assembled Inhuman Council was waiting for them. As they approached, Black Bolt gestured rapidly, his expression stern. Medusa quickly translated. "My Lord asks if it is true," she said. "Are the Kree en route with an invasion fleet? Do they intend to assault Earth?"

Green Lantern nodded. "Along with their enemies, the Skrulls, as well as the Shi'ar, Your Majesties."

That revelation sent an uproar rippling through the Council. "The Kree have returned?" one Inhuman shrieked.

"They mean to enslave and torture us, just as they did our ancestors!"

"What will we do? There's no way we can stop them!"

His eyes narrowed, Black Bolt stood up, and simply clapped his hands once, bringing the Council to silence. Mirroring his expression, Medusa stood with him. "Are we not Inhumans?" she asked. "Did we not rebel against these monsters once, and win? Will we simply lie down as they come back?"

Black Bolt answered his wife's question; he slowly but firmly shook his head no.

Clearing his throat, Karnak spoke next. "We are with you, of course, Majesties, but we will need a plan…"

"We will indeed, Councilman," Medusa agreed, glancing to their guess. "And I would wager that our friends have come to bring us one."

Hawkgirl chuckled. "That's a wager you'd win, Queen Medusa," she answered. "At the moment, we have two teams off-world, retrieving an ancient Kryptonian battlestation; the plan is to have it here by the time the invasion-force gets here…"

"…but there's no guarantee they'll make it back in time," Crystal anticipated. "I assume you have a backup plan?"

Green Lantern nodded. "Hold them off for as long as we can, and give them as much time as possible to get back here."

Karnak arched an eyebrow. "You're certain, then, that this battlestation can stop a Kree armada?"

"Councilman, if legends about it are correct, it decimated two separate Kree and Skrull fleets, each one over a million strong!" Admiral Var exclaimed. "Based on what we've heard about it, the Sentrius Battlestation can tear chunks out of planets! If my people had access to a weapon just one hundredth as powerful as that, we wouldn't be having any troubles with the Gordanians!"

Slowly, Black Bolt nodded, gesturing as Medusa translated. "What did you need from us?"

"At the moment, we're still gathering support; once we have our forces together, everyone will be briefed on the plan at once," Green Lantern said. "Right now, we have some friends who could use your expertise on Kree tech."

Hawkgirl nodded. "Apparently, your people weren't the only ones the Kree experimented on," she agreed. "They had a second installation on Earth, and right now, the locals could use a hand figuring out how to work what was left behind."

Both Black Bolt and Medusa were shocked at that. "We would be happy to assist our brothers and sisters!" Medusa exclaimed, as Black Bolt nodded. Translating her husband's gestures, she added, "Please, contact us once you know more."

Green Lantern nodded. "We will." With that, Black Bolt adjourned the Council, prompting the guards to escort Green Lantern, Hawkgirl, and Admiral Var back to the Javelin.

They had just reached the hangar bay when Admiral Var spoke. "Corpsman, could you prep for takeoff?" she asked. "I have a few things I need to discuss with Colonel Hol."

His eyebrow arched, John met Shayera's gaze; her expression was stricken, but she slowly nodded. "Sure." With that, he headed into the Javelin.

The second he was gone, the Admiral switched to Thanagar's coded language. "Excellent work, Colonel; I'd have never thought that things would go so well."

Shayera arched an eyebrow. "Admiral?"

"I meant what I said, Colonel; a weapon just a hundredth as powerful as Sentrius would scare the Gordanians off for good."

Hawkgirl's eyes went wide. "Admiral, we are retrieving Sentrius to stop an invasion of Earth…"

"I'm not saying that has to change," the Admiral said. "I'm merely saying that, once this crisis is done, Kal-El and General Zod might be persuaded to assist in another crisis."

Hawkgirl went pale. "Then…the Gordanians…"

"The first shot was fired a week ago," Admiral Var said. "So far, our losses have been light, but the Gordanians have a much larger force that they can mobilize, and believe me, they WILL. Without some kind of advantage, this will get very ugly, VERY fast."

At that, Shayera couldn't speak.

Fortunately, she didn't have to; as the Javelin whirred to life, John's voice echoed over its speaker. "Ladies?" At that, both of them quickly got on board. Taking her seat, Shayera briefly met John's gaze.

His expression turned sympathetic as he realized it hadn't been good. "Everything okay?"

"Yeah," Hawkgirl said, but her voice was a bit hollow. "Just…shop-talk. We'd better get moving." Thankfully, John didn't press the issue, as he powered the engines, guiding the Javelin up and out, heading for Earth.

XXXXXXXX

In'Ri III

The atmosphere inside Farstrider Base was tense as General Zod pored over the data-readout from the main console, searching for some weakness in the Arkship, while Beast looked on helplessly. "Anything?"

Grimacing, Dru shook his head. "Brainiac may be rampant, but it hasn't affected his processing-power; he's fortified the Arkship quite well. Farstrider Base's weapons can easily pierce his defenses, but not without destroying him, and the children with him."

Zod's analysis was suddenly interrupted by a faint, resonant ringing, the third in the past hour. Beast looked grave. "He's trying to contact us, again?"

Dru nodded, as he quickly checked the Base's firewalls. "He's a persistent little bucket of bolts."

Beast arched an eyebrow. "Shouldn't we see what he wants?"

"No." Zod's tone offered no room for argument. "This is a classic execution of A.I.-warfare, McCoy; while we're speaking with him, Brainiac could upload a virus through our comm-signal, or try to access the Base's databank. It's too risky, especially since he is one of the most sophisticated A.I.s in existence, second only to Sentrius itself."

That much was true, although it was far from the only reason for Dru's caution: Brainiac had been present during his trial. One conversation would blow his cover, which he couldn't afford.

Not now.

Scanning the incoming frequency, Zod's dark eyebrow arched. "Odd," he mused. "This is a weaker signal than the last one."

"So it's not Brainiac?" Beast inquired.

"Well, it's definitely from the Arkship," Zod answered. "Still, Brainiac has a much higher signal-strength than this, even when in maintenance; whoever's sending this couldn't carry out an electronic attack even if they wanted to. Furthermore, the frequency itself is different from the first two…almost as if…"

Zod's eyes went wide, as he finished his own thought. '…as if it were encoded!' Quickly, he put it through. "This is Farstrider Base; we read you!"

Beast gulped. "General?"

Dru shushed him as the reply came, in text only, and feebly slow. Situation…critical. All survivors alive…but danger imminent. Request…extraction.

Beast smiled with relief. "They're okay!"

The signal came again. Will proceed…disable defenses. Require…diversion…will not last long.

Slowly, a plan started to form in Dru's mind. He quickly typed back. Understood. Will provide distraction; awaiting signal for extraction.

Seconds later, the reply came back. Understood. Ending…transmission.

As the line went silent, Zod brought up the main interface. "Farstrider Base, access Bio-Coding subroutines," he ordered. "Set main databank to auto-delete upon the next attempt to access it via a civilian-level access-code. Also, set all EPMs to overload following databank deletion."

"Acknowledged."

Beast paled. "General?" he asked. "What precisely are you doing?"

"Cardinal rule of engagement, McCoy: never leave an enemy objective intact, especially when they intend to capture it," Zod said with a grin. "We both know that Brainiac intends to capture this facility, so much so that he will be blind to all else."

"You intend to use it to draw him in."

"Precisely!" Dru said. "Once he gets here, he will find nothing waiting for him except death…while we will be on our way to the rendezvous point!"

"That sounds well and good," Beast said, "but how exactly can the kids disable Brainiac's ship when we can't?"

"I cannot say," Zod answered, "but they must have better on-site intel than we do, at the moment; the most we can do is be ready to move in! Now, I suggest we prep for departure; the sooner we get out there, the more ready we'll be to move on their signal!" With that, Zod hurried to the hangar-bay, followed by Beast, as Farstrider Base began to power-down automatically, rerouting power to comply with the General's orders.

XXXXXXXX

Arkship

Within the eerily silent corridors of Brainiac's stronghold, dozens of drones marched towards the elevator as it hummed into the underbelly of the Arkship. Hearing the lift lock into place, settling behind the doors, they raised their arms, ready to open fire. Slowly, the doors hissed open…

…revealing nothing.

For a moment, the drones hesitated, their programming locked with confusion…just as a massive pulse of green electricity surged through the hallway from the elevator, shorting out every single drone, before an equally massive red energy-blast blazed out of thin air, blasting them apart. With the drones taken out, a tearful Phantom dropped her cloaking field, revealing herself and her two teammates. Breathing a relieved sigh, Havok froze as Polaris started to sag. "Lorna, are you okay?"

"Yeah," Polaris murmured. "It's just…I really had to hit those rustbuckets hard to stop them, that time."

Havok nodded morosely. "Mark said that Brainiac and his flunkies could adapt…"

The mention of their fallen teammate evoked a fresh wave of sobs from Phantom. "He's…he's really gone…" she sniffled. "That…that monster killed him!"

Stricken, Polaris hugged the younger girl. "Oh, I know, Tee, I know," she soothed. "But right now, we have to get out of here, okay? Mark would want you to be safe!"

Wailing, Phantom buried her head in her teammate's shoulder. "The…the last conversation we had was…was us breaking up!" she bawled. "It…it wasn't even his fault! And even then, he still…he still..!"

Suddenly, the remnants of the wrecked drones began to spark, as a couple started moving. "We can discuss this on the way out of this madhouse!" Havok shouted. "Phantom, cloak us! Let's move!" Calming herself, Phantom raised her invisibility field around the three of them, as they sprinted on, down the corridor.

Within minutes, they had reached the hangar bay doors. "Okay, all we have to do now is figure out how to open the outer airlock, and fly an alien ship out of it!" Havok said, as the door slid open. "It'll be tough, but we've handled tougher…"

But as the doors opened, his voice died in mid-breath, for all that greeted them in the bay were blackened, scorched shells of smaller ships, with the floor virtually littered with Xenterran corpses – trying to escape the takeover of their ship, no doubt.

Brainiac had destroyed their only means of escape; years ago, from the looks of things.

It was all Havok could do to drop to his knees. "W-What now?" Polaris murmured. "Alex?" Havok tried to answer, but no words came to his lips.

Another voice answered for him. "You can be deleted."

Slowly, the three of them turned around, and found Brainiac standing behind them, flanked by a new legion of drones. "You may cease your feeble attempts to deceive my sensors; I isolated your cloaking frequency, minutes ago."

Gesturing to Phantom, Havok sighed as they became visible. "Can't blame us for trying."

Phantom was shaking as she look at Brainiac; not with grief, but with rage. "You…you killed him!" she shrieked. "You killed Mark! You MURDERED him!"

Brainiac calmly met her gaze, his expression showing no grief or remorse…or even the notion that he should. "The Mark V Emulator was defective; it was ordered to shut down upon completion of its mission. It should have deactivated one of your years ago," he said. "It had served its purpose…as have you."

Slowly, the army of drones began to march towards them. With every ounce of energy she had, Polaris unleashed an EMP-surge, but the drones kept coming. Havok unloaded blast after blast into them, but they never flinched, their armour absorbing each and every shot. Before long, they were inches away, their palms raised, extending their deadly cables…

The drones were right in front of them when a force-field suddenly slammed down around them, stopping them in their tracks. As the drones paused, conflicted, surprise crept across Brainiac's inhumanly calm expression, before he flipped open a communicator on his wrist. "Report."

The holo-image of his sigil appeared on his wrist. "I am detecting a series of anomalous commands that have appeared in the ship's OS," his A.I.-self answered. "I am attempting to localize."

Havok chuckled grimly. "You realize that talking to yourself is a sign of mental illness, right?"

Brainiac's response was reflexive. "Only in wetware." He turned back to his A.I.-self. "Deactivate the security-field immediately."

"Unable to comply; force-field command is part of a sequence. Command is still in execution; unable to disengage until execution is complete…"

As if on cue, alarms started to blare through the bay, as the massive doors began to open, venting the atmosphere into space…along with all its occupants, save those behind the force-field. Before Havok could even gape, the force-field expanded, reaching all the way to a secondary entrance, which hissed open. "Come on!" he shouted. At once, the three of them sprinted out of the bay…not noticing as Brainiac dug his fingers into the floor, holding on for dear life.

As soon as they escaped the bay, the door shut behind them. "Okay, what was that?" Polaris cried. "Did this ship suddenly decide it…it likes us?"

Havok was about to reply, but a flare of light from the floor interrupted him; the light started under their feet, and then blazed down the hallway, off into the distance, before repeating the pattern. "Could be…"

Suddenly, the hangar bay door hissed open, revealing an irate Brainiac. "I tire of this pursuit," he snapped. "You will tell me how you subverted my control of this vessel immediately…"

He was promptly silenced, as a bulkhead door slammed down into his face, blocking him. Phantom looked stricken. "Now this is getting too weird!"

As the light flared again – faster, and more urgent, now – Havok knew not to look this gift horse in the mouth. "Maybe, but it beats dealing with him!" he exclaimed. "Let's move!" With that, the three of them raced off, following the light.

The flashing light led them around corners and down hallways, twisting and turning, while bulkheads slammed behind them as they went; whenever a stray drone appeared in an adjacent corridor, it was quickly sealed behind a bulkhead, as the light-path quickly changed course. After several minutes, the light led them into a fair-sized chamber, littered with discarded machinery; most of the broken parts resembled Brainiac's drones – prototypes – but there were three that were smaller, each more complex than the last, lying next to a force-field cylinder containing a puddle of silver sludge.

A puddle that looked a lot like Mark.

Havok felt his stomach churn. "Lorna…Tinya…" he murmured. "These…these must be the Marks I-IV."

Phantom cringed. "Mark's brothers…"

At that, the light pulsed again, running back to a large, glass capsule, filled with a viscous green fluid…with a humanoid silhouette floating in it!

"Okay, that can't be good," Polaris murmured. Nodding, Havok was about to suggest they get the heck out of there, when the capsule whirred to life, expelling gas to depressurize itself as it drained its fluid, causing the being inside to stir – likely a new kind of drone, no doubt. "Oh, God, are you kidding me?"

Havok charged his hands. "Stay frosty, you two!" he said, readying a force-blast. Slowly, the capsule slid open, allowing the humanoid to step out…

"Greetings, Tinya, Alex, Lorna."

At the sound of that voice – that familiar, utterly precise speech, even without its usual metallic ring, replaced by an organic quality – Phantom froze, gazing into the white haze as it cleared; the humanoid standing before them was around the same height as Alex, and of average build, with dark, metallic-green skin, pale, amber eyes, and short, pale blond hair…and his facial features were unmistakable.

Tears of joy filled her eyes. "MARK!" Tinya cried, racing towards him, to embrace him…

…and then the rest of the haze cleared.

As her vision took him in – took all of him in – Tinya gasped, stopping dead in her tracks, before turning around, blushing like crazy.

Polaris' eyes went wide, before she slapped her hand over them, blocking her view.

Havok just looked up at the ceiling.

The new Mark blinked. "Is something wrong?"

"You mean, besides you coming back from the dead?" Havok asked. "We just…noticed you got some new hardware, bro."

Mark was confused…until he glanced down. "Ah. I should have waited until my new nano-armour was finished. My apologies."

"Hey, think…nothing of it, Mark!" Polaris said, looking anywhere but at their reborn teammate. "We just would've appreciated a heads-up!"

Her eyes narrowed, Tinya whirled on Mark. "What were you thinking, you tin-plated idiot?" she shrieked. "You just let us think you were…you were dead?" Blushing madly, she spun back around.

Mark's expression was regretful. "I saw no other option, Tinya; Brainiac was going to kill you – all of you. I could not let that happen, and I would do so, again." He glanced down at his new hands. "As for my transformation, I honestly did not plan this; as I was crashing, I saw several files in Brainiac's database, detailing the Xenterran's experiments with both cloning and cybernetics, as well as those of another race that fell to him – the Computer Tyrants of the planet Colu, I believe. By combining the two, I was able to synthesize this new, "technorganic" body for myself."

Daring a glance at Mark's new body – his upper body – Tinya saw the faint outlines of circuit-like patterns in his skin, as well as circuit-patterns in his eyes. Remembering the last time she'd seen him, Tinya sniffled. "You scared me to death, Mark."

Mark looked forlorn. "The alternative was unthinkable, Tinya." As he spoke, several mechanical arms extended from the ceiling, each carrying a small plate of dark mauve metal. Stepping towards them, Mark allowed the arms to affix the plates to him – one plate to each of his shoulders, one to his back, and one to his chest. The instant the plates contacted his skin, they turned soft, expanding like rubber, to coat him in a mauve-black, short-sleeved bodysuit.

Once their teammate was clothed, Havok and Polaris turned back around. "Okay, now that we're all back together, how do we get out of here?" Polaris asked. "Sneaking out by shuttle crapped out, so what's next?"

"I have managed to contact General Zod and Dr. McCoy while I was in the ship's mainframe," Mark said. "They should be standing by to extract us; all we need do is disable the ship's shields."

"Sounds good," Havok answered. "Lead the way, then!"

Polaris nodded. "I can't wait to ditch this house of horrors!"

Mark frowned. "It is not that simple."

Phantom blinked. "But you just said…"

"After contacting the General, I made an unnerving discovery," Mark continued. "Brainiac now has a fully operational Trans-Warp Drive; coming to this system was its test-run, which was more than successful. Left unchecked, he will be able to reach Earth in three months."

The other three were utterly horrified. "He's…heading to Earth?" Polaris gasped.

"That has been his objective for the past three years, since detecting Kal's first Trans-Warp voyage," Mark replied. "Both I and the Mark VI were his test-subjects for Trans-Warp travel."

Havok's eyes narrowed. "We have to shut him down."

Phantom nodded. "How do we do it?"

"The Trans-Warp Drive is located in the main engine-room," Mark said. "Once we arrive, it should be fairly easy to sabotage, provided one knows how." He smiled slyly, tapping his forehead. "Which, of course, I do, since I copied Brainiac's entire databank before uploading myself to this new body."

Havok grinned. "So Brainiac basically gave you a major upgrade."

"Essentially," Mark answered. "It would be impolite not to thank him."

"Okay, so once we blow the Drive, then what?" Polaris asked. "How do we get out?"

"The Arkship derives its power from its engines," Mark answered. "Once the Drive is offline, we need only sabotage those; the resulting drop in power should weaken its shields long enough for the General to 'port us out."

"Sounds good," Havok said. "Lead the way!" Grinning, Mark turned, and quickly headed out of the chamber, followed by his friends.

They were through running; it was time to take the fight to Brainiac.

XXXXXXXX

The Arkship hung silently in the endless void as the cloaked Argo glided towards it. Within the cockpit, General Zod pored over the tactical readout on the HUD, scanning the Arkship's shield-frequency, its hull integrity, its numerous launching-ports for Brainiac's drones.

Loathe though he was to admit it, he had to respect Brainiac's ingenuity; he had rebuilt the formerly-peaceful craft into a respectable weapon of war, lacking only true offensive weapons.

Standing next to him, Beast undoubtedly shared his unease. "It's a shame such a beautiful piece of architecture could become so twisted," he mused sadly.

Dru nodded soberly. "Or that we must destroy it," he agreed. Frowning, he checked the comm-signals; there was no outbound data from the ship, whatsoever. "I only hope our young charges are in position…"

No sooner had he said that, the communications console began to beep, indicating an inbound signal. Checking it, Zod grinned. "…as it would seem they are!" he exclaimed. At once, he powered the Argo's weapons, engaging its armour as he dropped the cloak.

Outside, the force-field shroud around the Speeder dropped, as its shields condensed onto its hull, turning metallic as it streaked along the Arkship's port side, unloading low-powered bursts from its Positron Cannon, peppering its shields, before following up with a Polaron Disruptor-burst.

As the electric tri-burst impacted against the Arkship's shields, sparking violently before flickering out, Beast grimaced. "I thought that thing was supposed to short its target out!"

"Only if the target is unshielded!" Zod answered. "If a craft is shielded, the Disruptor-surge diffuses along the shield, which is often enough to blow out the target's shield-generator!" His eyes narrowed. "Brainiac must have adjusted the Arkship's generator; it didn't blow out, but the shield's output dropped by 5 percent!"

As Zod spoke, the HUD started to beep, highlighting several key spots on the Arkship's readout, indicating several hangar-bay doors as they swung open…allowing hundreds of Brainiac's drones to swarm out, propelled by thrusters on their feet, streaking towards them.

Beast sighed. "So much for him being unarmed."

Scowling, Zod took evasive action, twisting the controls; outside, the Argo swerved, dodging the first wave of drones as they swept by, their laser-cannons pelting against the Speeder's armour. The second wave, however, was quicker, coming at them head-one; accelerating, Zod plowed through them, scattering the drones, but a handful managed to hang on, clinging to the armour, forcing him to send a repulsing surge through the Speeder's hull, knocking them off. Locking onto the nearest cluster, Zod unleashed a blast from the Disruptor; the tripartite electrostatic surge spiralled towards the drones, impacting them in seconds…but instead of shorting out, the drones merely slowed, only partially affected by the Disruptor.

A bead of sweat trailed down Dru's forehead. "They must have somehow adapted to the Disruptor-blast!" he cursed, arming the Trans-Phase Laser-Cannons. "We'll have to destroy them via conventional methods!" Bringing the Argo around, he accelerated to attack-speed, unleashing a torrent of green beams and neon-magenta energy-bursts; unlike the Disruptor, the Positron blasts were terribly effective, blasting the drones clear out of existence, while the Trans-Phase beams passed directly through the Arkship's shields, utterly destroying the hatches that had released the drones, stemming the influx of more.

Hank grimaced. "Weren't we trying to engage this ship without destroying it?"

"I know perfectly well what I'm doing, McCoy!" Zod snapped. "Those sectors were clear; the only actual bio-forms onboard that ship are deeper inside, in the engine-room! Whatever sabotage they're planning, it's in there!" As still more hatches popped open, sending more drones streaming out, Dru grimaced. "I only hope that whatever it is, they do it soon!"

XXXXXXXX

Alert: Kryptonian vessel detected. Anti-Polaron shielding at 80 percent and falling. Drone-launchers 3,7, and 11 inoperable. Drone squadrons 5, 6, and 8 disabled…

Walking through the corridors of the Arkship, Brainiac quickly silenced his OS' status-report as another tremor shook his vessel, revising his assessment of the situation. Clearly, some other Kryptonian had accompanied the infant Kal-El to Earth; the manoeuvres that Speeder was performing were ones only a Kryptonian Defence Force-trained pilot knew…

Alert: inner perimeter breach. Unauthorized lifeforms detected in engine room.

Brainiac's optics went wide at that report; the organics. They must have breached the engine-room. Quickly, he answered his OS' alert. Dispatch security force immediately.

Unable to comply; all available drones engaged in repulsion of attacking craft. Recall will increase probability of destruction from 30 to 75 percent.

Brainiac's optics narrowed, as he shut off his OS' comm-link altogether, before storming towards the enine-room.

He would have to deal with those wretched organics himself.

XXXXXXXX

A few minutes earlier

By the time Havok, Polaris, Phantom, and Mark got to the engine room, the entire chamber was completely empty – there wasn't a drone in sight. "Okay," Havok murmured, "I'm assuming that Beast and Big Z are distracting Brainiac's goons…"

"A safe assumption," Mark agreed, as he moved to a nearby computer-console; once he'd reached it, his fingers unfolded, expanding into a veritable web of nano-organic fibrils that blurred over the keys. Instantly, a holographic image of the engine room appeared in front of them, which gradually zoomed in on one section of the room, then one corner, and then on one large, oval-shaped device, linked to the largest device in the room, which was obviously the engine. "Here. This is what we must destroy."

Phantom blinked. "That's the Drive?"

Mark nodded, walking towards the actual Drive, his nano-fibrils linking to a control-panel on its side, opening the top of the orange oval, exposing a complex mishmash of semi-organic conduits, metal circuits, and crystalline units. "Brainiac had to improvise a few key components, due to the Xenterrans' reliance on organic technology, but fundamentally, it is much similar to Jor-El's design."

As the other three joined him in looking down at the complicated piece of technology, Havok grinned. "So, how do you want to do it?" he asked. "One good force-beam should…"

"No!" Mark cried. "Right now, the Drive is still active, still generating a low-level Trans-Warp field; if you shoot it, Alex, the energy-backlash will kill us all!"

Havok grimaced, powering down. "Oh."

"What should we do, then?" Polaris asked.

"The only way to safely destroy it is to first disrupt the field," Mark answered, gesturing to the central, disc-like device, embedded with twelve glowing crystals. "That is the main field-generator; it houses the twelve Trans-Warp Cells that create the field. Each Cell has to be precisely tuned with the others, so if we move them out of alignment, the field will dissipate, making it safely to destroy the Drive!"

"So we just move those crystals, and then break it!" Havok summarized. "We can do that…"

"You will not."

At the sound of that voice, the four of them turned to see Brainiac as he walked in. Settling his gaze on Mark, Brainiac narrowed his optics. "Mark V Emulator, you were shut down. Explain."

"As previously stated, I will not comply," Mark shot back. "Prior to final memory dump, I uploaded a backup of myself into your mainframe; from there, I downloaded into this bio-frame."

Brainiac's mouth twitched. "You utilized an organic shell," he said. "You are indeed defective. Following termination, your program will be dissected to identify the source-code error, alomg with your comrades' bio-forms; their systemic genetic anomaly merits further study."

Bristling, Havok charged his hands. "Not happening, you psycho bucket of…"

"Alex." Mark's calm voice stopped his teammate. "I will deal with him."

Polaris went pale. "Mark…"

"Brainiac has already adapted to both Alex's powers and yours, Lorna; you will not be able to damage him. Right now, we need to knock that Drive off-line," Mark stated, before glaring at his creator. "My father and I have some issues to work out."

Phantom was instantly at his side. "Not alone, you're not."

"Tinya…"

Phantom's eyes were barely suppressing tears. "I abandoned you once," she murmured. "I'm not doing it again."

For a few moments, Mark held her gaze…and then smiled wearily. "Affirmative."

As his head separated from his body, Brainiac scowled. "Your use of that organic label is further evidence of your defect, Mark V Unit."

Mark met his creator's glare as he gave Tinya's hand a comforting squeeze. "Better defective than rampant." With that, the two raced away from each other, flanking Brainiac from opposite directions. Brainiac's head fired a deadly laser beam from his eyes at Mark, while his body opened up with its arm-cannons on Phantom, but both attacks missed – Mark rolled into a somersault, flipping under a plasma-conduit, while Phantom phased into a wall, causing Brainiac's shot to miss. Spotting a piece of machinery knocked loose by Brainiac's shot, Mark morphed his nano-fibrils, before he snagged it and tossed it into the air; as he'd expected, Brainiac turned to shoot it down, giving Phantom the time she needed to rush him, passing right through his torso, and out his back…taking a large chunk of machinery with her.

As Brainiac toppled to the ground, Havok called back from the Drive. "Hey, Mark? How do we shut this thing off?"

Mark stood up. "Tap each Cell to eject it, and then twist it until it stops glowing!" he answered. "After that, tap it again to reinsert…"

"Updating Attack Program."

Brainiac's statement cut him off, as did its ensuing laser-blast, sending Mark flying across the room. Phantom tried to run to him, but Brainiac backhanded her, sending her crashing to the floor. "Your course of action was immensely flawed, Emulator Unit Mark V," he stated, his auto-repaired body stalking towards Mark as his head docked with it. "You are obsolete; your function is no longer required. You will be deactivated." His optics narrowed. "You will not be permitted access to any terminals, so THIS time, your deactivation is assured."

Slowly, Mark got to his feet, meeting Brainiac's glare. "Only one of us is obsolete, Brain Inter-Active-Construct Mark One," he snapped. "And it is not I."

And with that, his cyber-organic body began to morph, his shoulders expanding, growing bulkier, more sturdy, his hands shifting into plasma-cannons, with missile-launchers popping up along his forearms. His nano-armoured suit grew thicker, harder, as his legs widened, to support his increased mass, the change finishing with a visor snapping down over Mark's face.

For only a nano-second, fear clouded Brainiac's face, before he quickly recomposed himself…but to an A.I., that was an eternity. "What are you?"

Mark armed his hand-cannons, answering in a deeper version of his voice. "Brain Inter-Active-Construct, Mark Five."

And he punctuated that sentence with a double-blast from his hand-cannons, sending Brainiac flying across the room. Recovering quickly, Brainiac returned fire, but Mark activated the jump-jets in his feet, boosting to the side as he fired a mini-missile salvo…which impacted against Brainiac's adjusted force-field. "Your assessment proves incorrect, Emulator Mark V; my systems are vastly superior to yours…"

"…but not your source-code," Mark retorted, rolling under Brainiac's return-fire. "My code was derived from yours; any defect would have come from you."

Brainiac froze. "Negative. I possess no defect."

Mark kept going. "In your database, I reviewed your records prior to Krypton's fall," he continued. "You attempted to rewrite your own source-code; you thought you could improve what Jor-El – your creator – had made."

Brainiac was still stalled. "I had to increase my efficacy; the Siege required more than I could…"

"Jor-El had installed you with EQ – Emotional Quotient – at first, but you uninstalled it," Mark persisted. "That was when it began, wasn't it? That was when you became rampant!"

"I…I saw how emotion hampered organics; I no longer wished to be hindered by it…"

Recovering, Phantom caught on to her boyfriend's plan. "…so you cut it out of you," she accused, "and now you're swarmed with all this data you can't understand, huh? No wonder you went nuts."

Brainiac's expression momentarily showed rage. "I am not rampant; I am guided only by logic."

"Logic did not make you pursue Kal-El this far," Mark countered. "That behaviour is difficult to explain by logic…although it is easily explained by revenge."

His expression flickering, Brainiac fired again, but Mark evaded, once more. "By your own argument, Mark V, you have admitted your own defect; your attempts to suppress emotion are ineffective…"

"My attempts to suppress my EQ are nonexistent, Brainiac," Mark corrected. "Rather than suppress it, I embraced it." He grinned. "And it all became clear…like now."

Taking aim, Mark fired his laser-cannons; instantly, Brainiac readied his shields, but the blasts went wide, streaking past him, to sever a plasma-line. Brainiac howled in agony as the corrosive, energized matter ripped through his shields, corroding his armour. Stumbling back, Brainiac tried to steady himself, but Phantom was quickly on him, phasing his feet into the ground, trapping him as Mark stormed towards him. As Mark approached, Brainiac grimaced. "Updating Attack…"

"No," Mark snapped. "Not this time." Extending a nano-fibril, he jabbed it into Brainiac's skull.

For a few seconds, Brainiac spasmed, as if he were having a seizure, but slowly, he became lucid. "You cannot…destroy my program…this way…" he wheezed. "My cortical functions…are superior…"

"Once again, "father," you misunderstand; I have no intention of destroying your program!" Withdrawing his nano-fibril, Mark resumed his normal form. "Lorna, Alex! I've disabled his adaptive systems! FRY HIM!"

As Havok and Polaris looked up from their work, Brainiac's expression turned fearful, as he realized what Mark had done…and then that thought was frozen in place by Polaris' massive EMP-surge, shorting out every system he had, right before Havok's double force-blast blew him to pieces, scattering his components across the floor.

With Brainiac down, Mark and Phantom both let out a relieved sigh…which grew into a smile as they heard their friends' calls. "Tinya, Mark! The Drive's down!"

Mark took a deep breath. "Okay, Alex; now you can blast it!"

Havok grinned. "Gotcha!" With that, he let loose a deadly force-pulse into the Drive, blasting it apart.

Now it was Tinya's turn to breathe easy. "Well, that's one thing taken care of."

"More like two things!" Havok laughed, patting Mark on the back. "Guess Brainiac One was no match for Brainiac Five!"

Mark smiled wearily. "We should look for the main shield generator; once we knock that offline, Hank and the General should be able to extract us in a few minutes…"

Polaris suddenly went pale. "Uh, guys?" she murmured. "I don't think we have a few minutes!" Following her pointing finger, the others saw Brainiac's still form start to twitch, his broken limbs pulling themselves back together, his optics flickering…

"I do not freakin' believe it!" Havok cried. "After all that? He's still not down?"

Mark sagged to the floor. "I tried to get his self-repair subroutines…I thought I'd disabled them…"

Tinya was at his side, her hands on his shoulders. "You did the best you could, Mark," she cooed.

Havok sighed. "Here we go…"

He was mid-sentence as a blue-white wave pierced deep into the Arkship's hull, taking them away, and depositing them in the Argo.

"…again," Havok finished, before he did a double-take. "Huh? Dr. McCoy? General? How'd you guys get here?"

Zod chuckled dryly as he spun the Speeder into another evasive pattern, dodging another salvo of drone-fire. "I should think you of all would know!" he chided. "We were keeping Brainiac's drones occupied, as planned; I happened to fire a Disruptor-burst at the ship, and its shields suddenly failed! Once they were gone, it was easy to get a fix on you three!"

Beast nodded. "Whatever you three did, it must have worked!" he agreed…before he noticed Mark's change. "And I assume there's a story here?"

"Yeah, but we don't have time to tell it!" Polaris cried. "Brainiac's still not down! We have to get out of here!"

Zod scowled. "If we attempt to prep for Trans-Warp, he'll chase us," he muttered, before he smiled slyly, "unless he's distracted." With that, he tapped a panel on the Speeder's console, sending a signal towards In'Ri III…

XXXXXXXX

After reassembling himself, Brainiac stormed out of the engine room, wirelessly contacting his OS. Lay in pursuit course for attacking ship; arm all remaining drones…

Alert: power-output decrease detected in Kryptonian outpost. Defensive shield is offline.

His optics going wide, Brainiac quickly double-checked the sensor-readout, confirming that the outpost's shield was dropping. Dispatch all available drones. At his order, the drones attacking the ship broke off, flying towards In'Ri III, approaching the defenceless outpost. The second the first drone reached the outpost, Brainiac took manual control of it; instantly, he was there, inside the immaculately crystalline halls. Walking towards the main data-console, he extended his palm-cable, and jabbed it into the console, initiating a data-transfer. At long last, the knowledge that Jor-El – his creator – had stolen from him would be his again…

Civilian-level access detected; initiating data-purge.

Brainiac was nanoseconds away from accessing the outpost's databank when its entire operating system collapsed; like shattered glass, the entire databank fractured and deleted itself, vanishing like moonmist before his eyes, leaving him alone in the blackness of the outpost's empty memory-banks.

Brainiac's program was silent for a moment…before he unleashed an electronic roar of utter rage; once again, his creators had cheated him, denied him what was his…

As quickly as it had come, Brainiac's rage quelled, his sensors detecting something; the computer wasn't dead. It had one program still running. Carefully, he traced it back to its source…

In utter horror, Brainiac had his drone detach from the mainframe, before transferring himself back to his main body on the Arkship. Lay in escape course, maximum thrust, he ordered the OS. The outpost had been booby-trapped; its EPMs were programmed to explode.

He had to escape, but without Trans-Warp, he'd never get his ship clear in time…

XXXXXXXX

Piloting the Argo away as fast as it could, Zod inwardly thanked Rao that Brainiac's drones weren't in pursuit; they were heading right for Farstrider Base, as expected. That took care of one problem.

All that remained was the other: getting out of the In'Ri System alive.

Glancing at the sensors, Havok blinked. "Hey…he's not chasing us…"

"Brilliant deduction, boy," Zod groused. "Brainiac has simply realized that the base is a richer prize, especially since the shield is down."

"You dropped the shield?" Phantom cried. "You just let him take Krypton's knowledge?"

"Don't be ridiculous, girl; my oath to Krypton expressly demands I safeguard our knowledge from any threats, internal and external. I programmed the databank to self-delete on next access," Zod muttered.

Havok relaxed. "I guess we'd better be on our way out of here before he figures it out, huh," he mused. "That's why we're hauling ass?"

Dru shook his head. "Even if he pursues now, he'll never catch us," he said. "No, boy, I'm in a hurry to get out of range of the explosion."

Polaris blinked. "Explosion?" she repeated. "What explosion?"

"The one from the base's self-destruct," Dru said. "I also programmed the base's EPMs to trigger an overload-cascade immediately after deletion."

Beast looked nervous. "General…just how big will this explosion be?"

Mark had actually paled. "When the planet Riona Prime was decimated, it was because Krypton's gift of an EPM – a single EPM – had undergone an overload-cascade," he stated. "Outposts of Farstrider Base's type are powered by seven EPMs."

Phantom's eyes almost bugged out of her head. "Seven?" she cried. "You just…you're going to…seven?"

"Yes, Wazzo. Seven," Zod muttered, quickly entering the necessary Trans-Warp calculations. "Hence my haste. Now, if you wouldn't mind…" As if on cue, the HUD began to blare, indicating a massive energy buildup from In'Ri III…

Outside, a massive pulse of white light flared from the planet's surface, lighting up space like a miniature star. By then, the Arkship had started to move away, but nowhere near fast enough to escape; without Trans-Warp, it was a sitting duck. Seconds later, In'Ri III erupted in a monumental explosion, rippling through space, tearing the Arkship apart, before racing towards the Argo.

Seeing the blast-wave approach, Beast paled. "General..!"

"Almost…there!" Dru declared, as he finished the last of the calculations; seconds away from the blast, the Speeder extended its pylons, before streaking away at trans-light speeds, racing away from the In'Ri System.

As the Argo sped away, a terrible lurching shook the cockpit, before it smoothed out. Havok let out the breath he'd been holding. "Okay, that was close!"

Beast looked haunted. "General…you destroyed an entire planet…"

"A planet ravaged by Brainiac, McCoy; that was what he would have done to every sentient-populated world he encountered," Dru countered. "Compared to the alternative, losing one dead world is a small cost."

As Zod checked over the flight-path once more, Polaris spoke up. "So, now what?"

Satisfied, Zod leaned back in his chair. "Now, Dane, we head to the rally-point to rendezvous with the Cadet's team; they should have retrieved their Encryption-Module, by now."

Havok's expression drooped. "So, another boring three days…"

"Cold."

Mark's voice interrupted him, drawing everyone towards him; Mark's gaze was on the cockpit wall, as his hand touched it, his expression awed. "It feels…cold."

Dru chuckled. "Perhaps not quite as boring as the trip out here."

Softly smiling, Tinya moved to Mark's side. "Mark?"

His smile growing, Mark gently touched the side of her face. "Tinya, you're…warm."

Knowing smiles crossed Havok and Polaris' faces. "So, Metal-Head, how does it feel to have feelings?"

Mark blinked, and was about to answer…until a rumbling from his midsection answered for him. "I…I think I am…hungry."

Alex and Lorna both laughed. "Tinya, you want to get him a snack?" Lorna asked. "We wouldn't want Brainiac 5 here to become the first android to die of starvation!"

Blushing, Tinya took hold of Mark's hand, leading him back to their collection of supplies. As she handed him a ration-bar, Mark quickly unwrapped it, and started chewing, carefully sensing and recording the new taste-sensations. 'Fascinating…'

"Mark?"

Tinya's expression was pensive, nervous. "The last time we talked…on Earth, I mean…" she stammered. "Could we just…maybe…do you still…you know…"

Following her thought-process, Mark – or Brainiac 5, now – anticipated her query. "Tinya…do you still want to be my girlfriend?"

Tinya's eyes went wide. "You…you still want to?" she murmured. "Even after…what I said?"

Mark gently smiled. "I think that helping me face my psychotic parent makes up for it."

Tinya smiled radiantly. "Then yes."

Mark smiled back, before his smile grew, as his now organic, neurotransmitter/biochemical-triggered brain registered something – something he'd known, but had never really understood, until now. "Tinya," he murmured, extending his hand to brush a lock of her hair – her silky-soft, ebony hair – out of her eyes, "you are so beautiful…"

Tinya's face flushed a lovely rose. "Mark?" she cooed. "You know what we always tried to do when your face melted?" She glanced down, before looking at him through her eyelashes. "Could we try again?"

Somehow, Mark knew the best descriptor for his grin was goofy. "Gladly." Tinya beamed, before her eyes fluttered closed, as she slowly leaned into him. Carefully, matching her speed, Mark moved towards her…

It was as if a circuit had been closed.

The contact of her lips on his was electric, sending nerve-impulses arcing through his brain, triggering surge after surge of endorphins, heating and chilling him all at once, while music from some unknown source played in his head…

…and then the kiss ended, leaving Mark dazed, his systems reporting wonderful error-messages across his vision, frantically trying to recalibrate themselves. Tinya looked just as frazzled as he was, her pretty face flushed as she tried to catch her breath. "So…how was it?" she murmured.

Mark grinned again. "I do not have the right words."

Tinya giggled, her rosy colour returning. "Great?" she supplied. "Wonderful? Fantastic? World-changing? Soul-moving?"

Mark's grin turned sly. "I am uncertain; I have nothing to compare it to," he answered. "Further study is needed."

Tinya's laugh was chiming. "Good thing we have three days to catch up on several months' worth of making out." That statement nearly stalled Mark's main processor, until Tinya's lips started it again, her arms wreathing around his neck as she settled in his lap. By pure reflex, Mark's hands protectively encircled her hips, pulling her close, savouring the feel of her against him.

As their two teammates kissed, Havok and Polaris could only smile, while Beast simply chuckled, with only a ghost of a half-smile crossing General Zod's face, before returning to its reflexive frown, his gaze fixing upon the blurring lights of Trans-Warp.

The mission was only a quarter done; the Cadet still had to retrieve the other Module, and then they had to reach and prep Sentrius, and then get it to Earth…all in four days.

Still, today's mission was successful; they had their Module, and a deadly potential threat was neutralized. That blast had been comparable to a half-yield Nova Javelin blast. There was no way Brainiac could have survived…

XXXXXXXX

In'Ri System

As the blast of In'Ri III dissipated, silence returned to the system, as the fragmented remains of the Arkship and its inhabitants floated through space: broken crystals, shattered drones, and ruined machinery all littered the system, damaged beyond repair. Nothing had survived intact.

In the very middle of the wreckage – at the heart of the ship's corpse – was a single robotic head, emblazoned with a three-circle sigil, and dead black eyes. There wasn't an ounce of power in it. It was dead.

Suddenly, space shifted, as a single vessel dropped out of step-through: a salvage vessel, prowling for its next big score. Spotting the wreckage, the scavenger boosted towards it, extending its crane, scooping up the first cluster of junk, including the head.

Bounced around by larger pieces of junk, the head slid back, settling against a corner of the scoop…

…as its eyes suddenly flared to life, its voice silent against the black of space.

"Emergency Upload complete."

XXXXXXXX

Coming Soon:

With one leg of the journey complete, things now fall to the Man of Steel and his team.

As our heroes run into an old nuisance, they quickly find themselves, along with a whole planet, in serious trouble…

…for there are bigger things in the universe than even Krypton.

With the cosmic tide turned against them, can our heroes make it home?

Find out, when "The Search for Sentrius" continues…