Disclaimer: Superman is owned by DC comics. So is General Zod. They have their own storyline for him, which I HOPE is not the same as mine... Guests stars are owned by George Lucas and Marvel Comics.

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As Superman, Kal-El, Clark Kent, came face to face with the new General Zod unmasked, a dozen different flashbacks whipped through his memory:

Kancer stating that only ONE FATHER would return from the fight between him and Zod just before the Imperiex Kansas Incident. Zod stating that he also was very familiar with using an enemy's flesh against him to Lena Luthor during the Imperiex War. Bizarro revealing that Zod's face was the same as Superman's.

"YES! Now you understand, Superman! I have cloned your body for my own use!" stated General Zod. "Why??? Why me?" "Well, you were the only true Kryptonian available... also, you've grown in power so much recently, that even if I had my original body, I'd have only about half your current strength. Besides, when you killed my original body, I was just consciousness floating in the phantom zone, any body would have been an improvement..." "So, that red armor was just a disguise? Going for the psychological edge?" "Actually, I was just too ashamed of owning your ugly face. Oh, allright, this cloning process is a variant of the Cadmus Project on Superboy, the process is slightly unstable and I need the suit to keep me alive. And the built in weaponry is a bonus... plus it makes me look a bit like Darth Vader." "You fiend! Do you want George Lucas to get medieval on us?" bellowed Superboy, " You're a lousy brother!" Then the cyborg butted in, "You jerk! So, while I was stuck in the phantom zone as well, you decided to copy me, by using Superman's DNA and running around in Shiny Red armor and cybernetics?" "hmmm... well, that was to confuse Superman and the readers, but no one noticed at all... you know, with your knowledge from Superman's memories and stuff, you could have drawn Zod up from his memories and files just to mess with his head?"

"Enough of these mind games! It's fighting time! Time to put an end to things!"

"I couldn't have put it better myself!" shouted Ben Reilly, "You blatant Rip-Offs of the Spider Clone Saga! You ALL deserve to die!" With that, he webbed a pound of Kryptonite to each and every one of them, and they ALL fell down dead after a bit.

THE END.