Clark soared over city with the moonlight hitting the back of his blue and red costume. He knew he was going to have to use his powers, and decided it would be better to go home and change.

"The streets really cleared out quickly" Clark thought to himself as his eyes roamed the sidewalk. The city looked almost deserted. "I have to find Lex though, god knows what that thing is going to do to her". Clark looked around for a moment. "How did I lose something that big?" Clark focused his eyes and suddenly he could see through the buildings. In almost every one of them he could see the skeletons of people walking around nervously. He also saw one skeleton running from a car the next block over. Clark unfocused his eyes and zoomed around. He saw a young woman running frantically from a police car that was swerving wildly around the sidewalk. Clark rushed down and smashed the front end of the car with one mighty blow. The backend lifted up for a moment then hit hard with a crash. The woman looked at Superman with awe.

"You…you're that guy from the news" She remarked. Clark nodded. "That was amazing! How did you do that?"

"Are you ok? Are you hurt at all?" Clark asked. The woman nodded. "Good". Clark swept her up. "Where do you live?"

"31st and Mason" the woman replied. Clark nodded and lifted off into the air. Unknown to him, he was being watched though. On the roof of a small shop 20 feet away, a small robot with six thin legs was watching him through a small camera on its face. The camera zoomed in on Clark as he flew off.

Several blocks away, the massive S.W.A.T. droid carrying Lex shot its way into the lobby of the Lexcorp. building. It walked in and opened the compartment in its body and dumped the attractive blonde onto the floor. She took a deep breath of fresh air in as she looked around.

"What the hell? Why did you bring me here?" Lex asked. She got to her feet as the loud ding of the elevator rang through the room. She looked over as the doors slid open. "Am I supposed to go in there?" she asked the droid before her. It made no movements. Lex scoffed and tried to walk past it, but its massive hand moved down in front of her. Lex got the message and walked to the elevator. As she stepped in, the doors closed and it began to rise.

A moment later Lex found herself on the 12th floor of her building. When the doors opened, a robot near 4 feet in height greeted her. It stood on three wheels and had a rather large gun pointing at her beneath a camera. Lex chuckled to herself lightly and stepped out. The droid slowly moved backward along the corridor, never letting her leave the sights of the gun or the camera. Lex followed the droid till they reached the door to Brainiac's lab.

"Milton?" Lex mumbled to herself. The door slid open and the droid bumped Lex to enter. Lex walked into the lab and walked the small path, but it had now changed. Parts of machines littered the floor, and large cables were now running along the edges of the wall. That is when her eyes fell upon Milton as he stood in front of the large computer screen, which was now glowing a bright white and lit the small room.

"Hello Lex" Milton said in his deadpan voice as he turned. Lex gasped as she saw all that Brainiac had done to his body. His lower half was now completely machinery. Lex instantly recognized the design of his new legs as that of a prototype military robot. All he was wearing was a torn lab coat with no sleeves. His exposed arms were robotic from the arm down. His skin was a pasty white, and looked to be hanging off of what was left of his torso. He was no longer Milton; he was now Brainiac. Brainiac took a step towards her and grabbed her by neck. His hands were incredibly strong.

"What the hell did you do to yourself?" Lex asked through her gasped for breath.

"I have taken the next step towards perfection" Brainiac answered. He threw Lex into the wall. Before she knew it, cords dropped down from a robot hanging onto the wall and bound her hands and feet.

"Milton, you've lost your mind!" Lex screamed.

"I am not Dr. Milton" Brainiac said. "I am Brainiac"

"How? Milton sai-"

"Milton lied" Brainiac interrupted. "He knew that you had only brought him to get my development to the next phase, and then he would be removed."

"What do you want with me?" Lex asked.

"When I took over Dr. Milton's body, I was left with several aspects of his mind. His memories, such as the one of you rejecting Milton's emotional attachment to you, and his emotions, such as the contempt he has grown for you over the years."

"Emotional attachment?" Lex repeated. She thought for a moment before she realized what Brainiac had meant. "Milton had feelings for me?"

"At one point" Brainiac said. "Now however, he wishes nothing more than to see you in pain, and, consequently, so do I."

Across town, Clark was still having trouble finding the droid.

"Where the hell did it go?" Clark thought to himself in frustration. He stopped and focused his sight once again and looked over several city blocks. Suddenly a loud screech rang out through the night sky, followed by a thunderous crash. Clark looked up to see police car falling down above him. The car smacked into him and sent him crashing to the road below. Clark looked up from under the wreckage and saw a large whole in the wall of a parking garage. Clark scoffed and effortlessly pushed the wreckage off of him. As he got to his feet though, another car drove into his back. The impact crushed the car, but also knocked the unprepared Clark off of his feet. Clark landed on all fours, and before he could react, another car swerved into his head. Clark's face tore through the body of the car as it sped by. Clark quickly moved to his feet and punched the car off of its wheels as it came back to hit him again. "What the hell!" Clark exclaimed. He turned as another police car violently turned at a corner and began accelerating towards him. Clark shot a blast of his heat vision and caused the vehicle to explode. That is when dozens of cars appeared from all around Clark, all of them moving right for him. Clark braced himself as three crashed into him at the same exact time, all of which crumpled against his body. Clark knocked the twisted metal away as another car swerved and struck him. Before he could push this one back, another struck him from behind. Clark growled and leapt into the air and hovered as two cars crashed together beneath him. "That's it!!" He took a deep breath in and then let loose a large blast of his heat vision. The energy shot forth in almost a wave and hit a large collection of the cars, melting them completely in less than a second. Clark paused for a moment and turned his head down another road and fired a large blast at another group of cars. His retaliation was cut short however when a bus slammed into him. Clark had been unprepared for this and found himself being pushed back by bus. Clark turned however and planted his feet on the ground. As his boots skidded the ground pieces of the road flew up into the air. Finally Clark was able to stop the car and lift it up above his head. A small robot dropped onto the front window. Clark saw this and held the car up with one hand and punched his hand through the windshield to snatch the small robot. Clark tossed the bus down and looked down at the squirming droid. He crushed it in his hand and inspected what was left. It did not take long for Clark to see the Lexcorp. logo pressed into the metal of its body, as well as on several of the computer chips that had been inside it. Clark threw the wreckage down and flew off towards the Lexcrop. building.

Lex screamed loudly as a non-lethal amount of electricity ran up and down her body. This had been going for several minutes now and Lex did not know how much more she could take. It was when she was thinking this thought that it did in fact stop. Lex fell limp, her mind in a mess.

"Why…did…you…stop?" Lex asked. "Is…that…all you…have?"

"There is a threat approaching that must be stopped" Brainiac replied. He turned and closed his eyes as Lex took a deep breath of relief.

Clark descended upon the Lexcorp. building and hovered for a moment. He focused his sight again, but before he could get a good look inside the building, a large plasma blast struck him in the side and sent him reeling. Clark spun in the air for a moment before he regained composure. He looked down and saw the S.W.A.T. droid standing several feel in front of the building, as well as several more blasts the robot had fired.

"There you are" Clark said to himself. He dove towards the machine, dodged the blasts, and struck the robot hard in its body. The robot flew back, rolling several times on the road. It picked itself up however, right as Clark came flying back at it. The robot dodged Clark and grabbed his cape, throwing him into the wall of a building. Clark quickly rebounded though and again flew straight for the robot. The droid took aim and fired three bursts. Clark flew to the side and slammed right into the robot and wrapped his arms around its waist as best he could. He tossed the robot back, sending it skidding along the road. Again though, the robot picked itself up.

"What does it take to make this thing stay down" Clark thought to himself. He blasted forward and gripped his hands together and hammered the droid hard, knocking it into the air. As the robot reached the peak of its ascension, Clark flew over it and slammed his hands down on its head, sending it rocketing towards the ground. Clark did not waste a second though and dove after his opponent. When the robot crashed into the ground, Clark began to pound as hard as he could against it. Soon all that was left of the robot was a small ball of crushed wreckage.

Brainiac opened his eyes and pulled the cords out of his head. He walked over to a table only a few feet away and began to detach his right arm.

"What the hell are you doing now?" Lex asked. Brainiac looked at her for a moment.

"The threat must be stopped personally" Brainiac said. He lifted up a large red arm and began to attach it. "I am arming myself"

"Of course you are" Lex remarked. Brainiac quickly switched his left arm for another large red arm, and began to flex and unflex his fingers.

"What is this threat exactly?" Lex asked.

"Do not concern yourself with it" Brainiac said as he walked over to her. "Thankfully I have time to dispose of you before the threat comes." Brainiac extended his hand and the knuckles opened up, revealing three gun barrels. Lex held a defiant look in her eye though as she looked up at Brainiac. She jumped though when a resounding boom came from several floors below. Brainiac looked at the door as several more bangs followed. Suddenly the bangs came from the door as something pounded it, forcing the metal to bend a great degree. Two more strikes, and Clark managed to knock the door completely off. It slammed against the floor as Clark locked eyes with Brainiac. Lex looked up to see Clark floating forward.

"Let the woman go" Clark ordered as he landed. Suddenly Clark recognized the man standing in front of him. "Wait a second, I saved you last night"

"Threat identified" Brainiac said blandly. He charged Clark and tackled him down the hallway into the floor corridor. Brainiac pulled his fist back and struck Clark hard in the face. He tried to attack again, but Clark caught his fist and violently pushed Brainiac off him and into the ceiling. Brainiac fell the ground, but quickly picked himself up. He extended his hand fired a blast of energy from his knuckles. The blast was powerful enough to send Clark crashing through the wall into another lab. He came down upon a large array of tubes and beakers, sending broken glass and chemicals all over the floor. Clark moved to his feet but Brainiac fired several more blasts and hit Clark in the chest with every shot. Clark stumbled back as Brainiac ran up and socked him hard in the cheek. Clark shook his head clear and grabbed Brainiac's fist. Clark held back, but he struck Brainiac hard in the face and sent him rolling across the room. Clark walked forward and picked Brainiac up by his lab coat.

"You won't win this fight" Clark said.

"I will because I must" Brainiac responded. He quickly backhanded Clark, sending him into the wall. Brainiac tore the lab coat off of his body and approached the dazed Clark and began to pound away at Clark's ribs. Clark grunted with each blow but managed to push Brainiac away with some force. Brainiac rolled back but quickly jumped to his feet and charged Clark again. Clark elbowed the wall behind him and sent a large section of the wall flying back. As Brainiac approached, Clark grabbed him and tossed him out of the newly made hole. Brainiac began to fall head first, but as the ground approached, he flipped over and landed on both feet. The asphalt cracked under the force of his landing, but Brainiac showed no signs of strain. Clark looked down at him for a moment before diving down towards the rogue.

"Perfection must be achieved!" Brainiac screamed. He extended both hands and began to fire blast after blast at Clark. Clark maneuvered in and out of the blasts gracefully though and struck Brainiac hard in the chest. Brainiac flew back into the wall of another building. Clark watched as small bolts of electricity began to spark off of Brainiac's body.

"V-v-victory is u-unattainable" Brainiac stuttered as he tumbled forward. "Plan B initiated.

Back in the lab, Lex watched as the computer screen showed that an upload was in progress. She watched this curiously.

Outside, Clark stood motionless as Brainiac continued to approach. Clark took a step forward to meet him and Brainiac stopped dead. He grabbed a handful of the dead skin over his left hip and yanked it off, throwing it to the ground. Underneath was a small red lever attached to a large piece of machinery. Brainiac flipped the switch.

"The threat must be removed" Brainiac said. Suddenly he sprinted forward and jumped onto Clark and wrapped his hands around Clark's body with his fingers locked. Clark struggled for only a split second before Brainiac exploded. As the blast died down, Clark found himself standing with a tattered costume and a couple singed hairs, but nothing more than that.

Lex heard the sound of footsteps approaching and soon was looking up at Clark. He shot the robot holding Lex hostage, and she found her hands and feet free. She rubbed her wrist with her hand to try and relieve a dull pain, which was bothering her.

"Are you ok?" Clark asked.

"I'm fine" Lex said. "I've had worse from ex-boyfriends."

"Are you sure?"

"Yes" Lex told him. Clark nodded.

"If you'll excuse me then" Clark said. He zoomed off and out of the building.

The next morning, Lois walked back from the employee lounge and walked up behind Clark. She placed one hand his shoulder and looked down at his computer.

"What are you working on Smallville?" Lois asked as she took a sip of her freshly poured coffee.

"Perry assigned me the story on the Brainiac incident" Clark told her.

"What?" Lois responded. "I requested that last night when the phones came back on last night."

"Well, I don't know what to tell you" Clark said. Lois scoffed and walked back to her desk. As she sat down, the elevator bell rang, and a deliveryman with a small basket of flowers walked into the pressroom. He walked up to Jimmy.

"I'm looking for a…" The deliveryman said as he looked at the card with the flowers. "Clark Kent."

"Right over there" Jimmy said pointing to Clark.

"Thanks" The deliveryman replied with a nod. He made his way over to Clark. "Are you Clark Kent?"

"Yes"

"These are for you then" the deliveryman said as he handed Clark the basket and then left.

"Who are they from?" Lois asked.

"Lex" Clark told her. "Thanks for the fun night, hope to do it again" Clark read. Lois scoffed and got up from her desk. Clark paid no attention though.

Back at Lexcorp. towers, Lex was standing at the window in her office overlooking the entire city as her assistant was recapping expenses with her.

"Milton's little experiment is going to cost us Lex" her assistant said. "I've heard from legal that people are already suing"

"That doesn't matter, I've got countless judges in my pocket" Lex responded without even looking.

"Damages to the building have also been estimated at several hundred thousand dollars" he assistant added.

"Get those taken care of immediately" Lex told him.

"Ma'am, if you don't mind me saying, you seem a bit distracted" her assistant noted.

"See the paper on my desk?" Lex asked.

"Yes"

"Look at it" Lex ordered. Lex's assistant picked up the newspaper on Lex's desk. It was the Daily Planet. On the cover was another photo of Superman under the headline "City Saved By Superman". "Look at him" Lex said. "He has power, incredible power."

"I do not follow Ma'am" her assistant remarked.

"I want his power" Lex said. "I will have his power."