(I can't believe it took me this long to update this. The past few months have been hectic and I've been more concerned about working on other stories then this one. Hopefully that won't be the case for the next chapter.)

Kara could feel power in her veins like never before. She was finally starting to understand the powers this world gave her but there was still one thing she needed to master. Concentrating, she fought to defy the planet's gravity altogether and finally fly. Gravity waves distorted the air as dirt, rocks, twigs, and various loose vegetation all floated around her. The ground shook as if the planet was struggling to keep her confined to the earth. Finally Kara's will won the struggle and she shot up into the air, leaving a crater in the ground behind her. She could feel her hair blow through the wind as she soared higher and higher, bringing back the memories of flying with her father on H'Raka.

Kara could barely hear herself laughing through the intense winds. Then she noticed something was wrong, she was losing speed and starting to lose altitude. She struggled to keep herself afloat but gravity was starting to pull her back down. Screams replaced laughter as she came crashing down into a field. More embarrassed then injured, Kara emerged from the crater she made dusting herself off. Several four legged animals were rushing away, emitting a moo sound. "Sorry," she told the frightened animals.

Okay that last try didn't work out so well but she did fly. All Kara needed was to get used to it. Summoning the same power as before, the ground shook beneath her and exploded as Kara shot herself into the sky. Only this time she forced herself to stop. Her body came to a halt, levitating in mid-air. She was only a few hundred feet up and yet she was flying and in control. By Rao if only Father was alive to see this. Time to test her limits. Her fists thrust out before her as she shot up into the atmosphere. This time Kara didn't fall back or slow down, instead getting faster and faster. She passed through the cloud layer until nothing but blue was above her. Then it dimmed and stars began to slowly appear. Letting gravity take over, she dropped back down towards the planet. The intense winds and heat of the upper atmosphere were completely harmless to her as she began to will herself into controlling her speed and direction. She was flying. Before she was floating, falling, or launching herself in the air. Now Kara was truly flying and in complete control.

Clark had just finished explaining his plan to General Swanwick and he could tell the old soldier wasn't pleased with it. It put a lot of trust in an alien the US government had no way of controlling or hell even stopping should he turn rogue. A lot of soldiers from the Smallville battle had spoken up in his defense, including Colonel Nathan Hardy. Clark was going to need their trust as he couldn't take on both of the machines at once. They needed to hit both of them at once before Zod and the rest of the Kyrptonians could react.

"There's something you should know. One of Zod's soldiers was engaged only a few minutes ago in Iowa," Swanwick admitted.

"What happened?" demanded Clark. To his credit, the general didn't seem intimidated by him in the slightest.

"We hit her with everything we had. Fighters, helicopters, and it didn't even scratch her," said Swanwick. When the general mentioned that the soldier was a her, Clark knew it had to be Kara.

"Where is she now?" asked Clark.

"I don't know. After she disabled our aircraft with energy beams, she just flew away," answered Swanwick.

"Flew?" frowned Clark. From what he saw in his previous battle in Smallville, none of the Kyrptonians had mastered the full extent of their powers. Faora and her massive friend were fast and strong but couldn't fly or use heat vision as Clark called it. If what the general said was true, Kara didn't have that problem and now was on equal footing with Clark.

"Just like you. We're lucky no one was killed though I think she had more to do with that then luck. My men reported she took care in disabling their aircraft," nodded Swanwick. That made no sense. If Zod was about to wipe out all life on this planet then why would Kara care about not harming a couple of humans who were going to die anyways? Was she having a crisis of conscience or maybe she didn't know what Zod was up to? Either way Clark had a feeling he was going to have an encounter with her soon enough. But first he needed to deal with the World Engine.

Kara flew through the air and clouds, breaking the sound barrier. The sound was intense but seemed to diminish as time went on. It was as if her body was starting to adapt to her surroundings and her powers. It was becoming easier to control her flight as the minutes passed. She soared over oceans, continents, grasslands, mountains, and cities. Earth was much more beautiful up close then in space. Something caught her attention as she came to a halt in the upper atmosphere. A distant dot was approaching from the void of space. As it got closer, Kara could recognize its shape and texture. A Kryptonian dropship.

She allowed the ship to catch up to her and turned itself around, opening its entrance ramp. Kara floated inside, gently touching down back on the familiar metallic kind of floor she had been used for so long. The ramp closed up behind her and instantly the atmosphere changed to that of Krypton's. Almost instantly Kara's could feel her strength and power disappear. She felt strangely hollow, as if a piece of her had been ripped away.

Kara entered the cockpit and was quite surprised to see who the pilot was. "We thought you were dead," Zod stated as he turned the ship into Earth's atmosphere. He didn't so much as take his eyes off the controls as he spoke. "When we couldn't communicate with you I assumed the worst until we picked up com chatter about some alien destroying a human attack force."

"My coms were damaged during my fight with Kal. I managed to survive my fall to Earth and things…well they started to change," explained Kara.

"Clearly. You've managed to adapt to this world's climate and unleash its full potential. Excellent work," complimented Zod.

Kara noticed through the view screen they were flying over the planet's northern pole. "Where are we going?" she asked.

"To pay our respects to an old friend," answered Zod.

Richard Flagg had never felt so lucky to be alive. That chopper crash should have killed him and his team. Yet the alien somehow slowed their decent and they walked away with only minor injuries. Even before the crash, that alien could have killed everyone onboard and no one could have stopped her. Yet the moment she saw Flagg's picture, something in her changed. Maybe the aliens had empathy like humans though judging from the reports he heard about the engagement in Smallville, not everyone of their race felt the same.

After watching the alien decimate the F-15s with energy blasts from her eyes and literally fly up into the air, Flagg was no longer certain the aliens could be defeated by any conventional weapons let alone nuclear. In the movies, aliens were always more advanced but they'd die if you get past their technology and put a bullet in their heads. But truth was much stranger than fiction. Not only do these aliens looked almost completely human, their powers and invulnerability made them almost like gods.

Walker groaned in pain as Cutter checked on his bandaged leg. They called in medevac chopper to pick them up but judging from the radio chatter, something bad was happening. "Why didn't she kill us?" Ryan wondered out loud.

"What do you mean?" asked Gerhardt.

"ET could have made our intestines into a necklace if she really wanted to. Hell when she first woke up that's probably what she was planning. Then all of a sudden she decides not only to spare us but even save our lives. What's up with that?" replied Ryan.

"Maybe she didn't see us as a threat," Cutter suggested.

"Or maybe not all of them are the same," Flagg added. In the distance they could see a chopper getting closer.

"What you mean?" asked Ryan.

"I mean the moment she saw the picture of my kid, something changed in her. It's like she felt sorry for me or maybe for my kid. I don't know," explained Flagg.

The chopper landed and a med squad quickly scrambled out, loading in the more seriously wounded first. Thankfully no one had life threatening injuries though that had more to do with the alien then luck or training. "Heard a bunch of confusing chatter on the radio. What's going on?" Flagg asked the pilot as he climbed onboard.

"Armageddon," was the answer he got.

Zod and Kara landed on Earth's Northern Pole. Kal-El hid the colony ship well out of the reach of any humans with the intense cold. Kara stepped outside, taking a deep breath. Instantly she could feel her strength and power return. Zod on the other hand needed a helmet as he followed his Subcommander. He briefed Kara on his previous engagement with Kal and how he managed to hold his own against the likes of Faora and Nan-Ek. An impressive feat and one that horrified Kara. She hoped Kal could be talked down from any further conflict but Zod made it quite clear that time was long past.

For the moment, Kara had more important matters then her cousin. The colony ship needed to be secured and the Genesis Chamber returned to the Black Zero where it can be properly inspected and reactivated. In time, they would be able to build more which will birth a whole new generation of Kryptonians. In a strange way, Zod and his followers won the civil war. The Council was all dead and now Zod's vision for what all Kryptonians should become was about to become a reality.

Kara stepped outside and with a single breath, instantly felt her strength and power returned. Zod followed behind her with a helmet on. Kara walked up to the entrance to the ship but when she turned around, the general had stopped about halfway in-between both ships. "Sir? Is everything alright?" she called out to him. Then without warning he tapped the side of his helmet, disabling it and exposing his head to Earth's atmosphere. He gasped in surprise and nearly lost his balance.

Kara rushed to his side but Zod managed to stay on his feet. His eyes were fixated on his hand as if he was seeing it for the first time in his life. Then he clenched his fingers, closed his eyes, and concentrated. Zod reopened them and his expression was completely different. He was no longer disoriented and his breathing was completely calm. He had mastered his enhanced senses so fast that Kara was almost in disbelief. "That's one weakness Kal won't be able to exploit ever again," Zod stated before heading towards the scout ship. A simple touch opened a door on the outer hull, allowing him and Kara to enter.

The two traveled through the empty halls to the Genesis Chamber and Kara couldn't help but smile. With this, they could finally start their people anew. All the pain and loss they have suffered over the years had finally paid off. Zod walked up to a terminal and entered his command key into an access port. "Command key accepted. Genesis Chamber coming online," came from the intercom overhead.

"Stop this Zod, while there's still time," pleaded a familiar voice behind them. Kara sighed as she turned to see Jor-El or at least the holographic recreation of an AI that mimicked him. It wasn't Jor-El and as far as she concerned it was just a distraction to stop them from completing their mission.

"Haven't given up lecturing me have you? Even in death?" Zod asked almost mockingly.

"I will let you use the Codex like this," Jor-El stated firmly.

Zod smiled, "You don't have the power to stop me. The command key I have entered is revoking your authority. This ship is now under my control." The hologram said nothing, only confirming Zod's own words. "Kara run a full diagnostic on the Genesis Chamber."

Kara turned to the terminal, bringing up an input console and began entering commands. "You should be thank me Jor-El. You dreamt of rebuilding Krypton. I'm making that dream a reality," Zod told the hologram though Kara didn't see the point.

"You're perverting the dream. Our people can coexist," the hologram protested.

"Why should we? So we can suffer through years of pain trying to adapt as your son has?" scoffed Zod. "That's not existing. I want to breathe the air of Krypton again. I want to feel the solid weight of our world beneath my feet."

The more they talked, the more confused Kara was. Clearly they knew something she didn't and from the way they were talking, it must be significant. "You're talking about genocide," said the hologram.

"Yes and I'm arguing its merits with a ghost," replied Zod.

That froze Kara's hands. She turned to face the two. "What is he talking about?" Kara asked Zod.

"Ignore him," the General commanded.

The hologram exchanged a look between the two soldiers before him. "You didn't tell her did you? Of course not because you know she would never go along with your plan," it stated. The hologram turned to Kara. "He's activated the World Engine Kara."

Kara turned to her commanding officer in horror. "What?" The look Zod gave her wasn't one of shame or guilt but indifference.

"Computer have you managed to quarantine this invasive intelligence?" Zod raised his voice.

"Yes sir," was voiced over the intercom.

"Then prepare to terminate it. I'm tired of this debate," ordered Zod. He slammed the command key into the main port, deleting the hologram from the database.

"Sir was he telling the truth?" asked Kara.

"Resume your work Subcommander," he ordered. The AI had been right all along. Kara didn't want to believe it as she felt Zod would never commit such an act without at least consulting her. She trusted him and vice versa. Or at least that's what she always believed.

"General you can't. Jax-Ur estimated there are over six billion humans on this planet. Not to mention other species of organic life," Kara protested.

"All of which must be purged to make room for our people. I'm not proud of it but this is the first planet we have ever come across that is suitable for terraforming. Don't you remember the other colonies? They failed because their planets weren't idle candidates. This one is," explained Zod. Kara couldn't believe what she was hearing and yet she wasn't shocked. She had known the General for so many years and knew his methods were sometimes extreme but he always did whatever he thought was best for the situation. He had crossed the line sometimes before but not like this.

"Faora to General Zod," Faora's voice chimed from Zod's wrist com.

"Go ahead," answered Zod.

"The World Engine's sensors have detected a fast moving object heading towards right towards it," Faora stated.

"Kal," Zod whispered under his breath. "Activate the defense systems and keep the World Engine operating at a hundred percent. I won't let some dead man's pipe dream ruin our mission."

"Understood," Faora replied before the com cut out.

Zod turned to Kara, his face had the same look on it just before they stormed the Council Chambers. "Kara you've mastered the same abilities Kal has. Take a helmet and go. Stop Kal at any cost," he ordered.

Kara just stared at him for a moment. The soldier inside of her wanted her to say yes sir and yet the other traits that made up her DNA wanted her to plead with the General to find another way. She was at a crossroads, the most pivotal one in her life and two worlds were at stake. Earth and Krypton. If she followed her orders, Krypton would live again at the cost of an entire world. A world filled with countless innocent beings like that soldier's son Kara saw in that picture. If she disobeyed, Kara would be betraying her own people and the mentor that had kept her going even after she had lost all hope. And what if Zod was right? What if this was the only planet they could terraform into a new Krypton? Didn't she have an obligation to her own species first? No matter what decision she made, Kara didn't see how she was going to live with herself after any of them.

Zod was about to repeat his order when Kara wordlessly nodded and headed outside. He was concerned the compassion her genetic makeup allowed would comprise her judgment but clearly that wasn't the case. Despite some DNA characteristics Zod found detrimental, Kara had managed to rise above them in the many battles she fought under his command. The idea of fusing different classes together was practically heresy to Zod once but Kara proved him wrong. Still he felt she was the exemption rather than the norm. Future Kryptonians had to be purged of such useless emotions if they were to survive. Kara may not be like those who are yet to come but at least she would be remembered as a hero rather than a genetic failure.

Zod was about to grab his command key and head for the bridge when he noticed something was missing. The port slot he shoved his key into to delete Jor-El was gone. Zod quickly checked the other slots but found nothing. That was impossible. There was no way Jor-El's AI could have done something like that. And then Zod understood what had truly happened. His back was turned from Kara for a split second, long enough for her to eject the key herself.

"Kara!" Zod shouted into wrist com but realized it was pointless. Kara's coms had been damaged during her fight with Kal and that meant no one could contact her. What in Rao's name was she up to?

(The Flagg scene might seem somewhat irrelevant but I felt it needed to be added in for pacing. I know I promised the whole Terrax fight but give me a little more time to get to it. Hope you enjoyed and please review.)