The Last Son, Book Two: Reckonings

by The Writer with No Name

AU Season 2. Crossover with Superman. In his second year at the Institute, the young Man of Steel must deal with new friends, new foes, and growing public curiosity. Rated T for now. Author's Note inside.

16. War Wounds

CHAPTER FIFTEEN: WAR WOUNDS

Bayville, March 7, 2008

The spring thaw had come to Bayville, as the snow gradually faded under the warm rays of the sun, leaving only a few sparse piles of white, spotted over the landscape.

It was the perfect time for motorcycle riding.

On his favorite bike – a vintage Harley-Davidson – Logan tore across the inter-state highway, enjoying his little Saturday ride. He'd been going nuts, being cooped up in the Institute during the winter months. Finally, he could get out on the road...

Suddenly, a soft whirring cut the air...as a jet-black helicopter dropped out of the clouds, hovering behind him.

It did not look friendly.

His eyes narrowing behind his helmet's visor, Logan gunned the throttle, and drove into the forest to his right. He darted through the trees, trying to keep out of sight of the helicopter as it pursued him from above. Coming to a ravine, Logan drove up a fallen log, using it as a ramp to jump over the ravine, before popping out his claws on his right hand, using them to catch a boulder to his right, making a sharp right turn, to throw his pursuers off. It seemed to work, as the helicopter flew on ahead, as he escaped to the right...

...until he emerged from the forest...with only a cliff in front of him.

Logan hit the brakes, and started to turn his bike around, when the helicopter flew in, touching down between him and the forest. Snarling, Logan removed his helmet, and popped out his claws. Whoever this was, they were in for a world of hurt...

As the rotor blades stopped spinning, the cockpit door opened...and out stepped Brigadier General Nick Fury himself. "It's been a while, James."

James Logan scowled, his claws still out. 'Oh, what the hell do you want?' he thought; there was only one reason Fury would drop in like this, and that was if he needed help. "Forget it, Fury." Logan said. "Whatever it is, get someone else. I'm done."

"Nice to see you, too." Fury replied. "There is no-one else, Jim. I need your help. I wouldn't have come here if it wasn't serious."

Logan retracted his claws, before walking back to his bike. "Sorry you wasted your time."

Fury frowned...and then smiled slyly. "Normandy. September 13, 1945. The Howling Commandos were sent in to reinforce a Canadian reconnaissance unit..."

Logan scowled, turning back to Fury. "Yeah; I should've known you'd bring that up." he muttered. "I do this, Fury, and we are officially even."

"Slate's clean."

Logan groaned. "Fine, I'll do it." he muttered. "But what I don't get is, if it's so all-fired important, why can't you just get Steve and his team to handle it?"

"He did."

That voice came from the helicopter, as Steve Rogers stepped into view, in his uniform: a blue, kevlar-reinforced battle-suit, with a white star across the chest, and red-and-white stripes just beneath the star, a brown utility belt around his waist, with red gloves, black combat boots, a circular red-white-and-blue shield on his arm, and a blue cowl covering his face, a white 'A' on the cowl's forehead.

Captain America lightly smiled. "Sorry we had to drag you into this, Jim." he said. "Some of the Avengers are off on other missions, and we're going to need all the help we can get for this one."

Logan arched an eyebrow. "What exactly is goin' on, Steve?" he asked.

"We'll explain later." the Captain promised. "But right now, we're going to need to fill up the rest of our mission-roster."

Logan sighed. "Wait, let me guess who you have in mind..."

Xavier Institute

In the Cerebro chamber, Clark stood perfectly still as Professor Xavier used the powerful supercomputer, scanning the earth...and then sighed with mild exhaustion as he removed the helmet, deactivating Cerebro. "I'm sorry, Clark," the Professor said, "but I could find no trace of the ship you mentioned."

Clark sighed, saddened by that revelation. Ever since learning that a Kryptonian Swift Justice-Class Speeder had crashed on Earth, he'd been on the lookout for its power-signature during his patrols...but so far, he'd found zip. He'd even asked Professor Xavier to help by using Cerebro, using one of the Fortress of Solitude's crystal-processors to boost Cerebro's computing power enough to hopefully be able to detect the Speeder.

'So much for that idea.' Clark thought. He lightly smiled, as he moved to the console and removed the crystal and its adapter. "Thanks anyway, Professor." he said.

The Professor smiled, putting a hand to his head. "I must admit, having Cerebro connected to that crystal was certainly...illuminating." he replied. "To think, that one little crystal more than quadrupled Cerebro's power."

Clark chuckled. "That's Kryptonian know-how for you."

The Professor nodded, before bringing up Cerebro's big screen on the metal panels of the spherical room. "While I could not locate the Speeder, I did manage to get a glimpse of the mutant population of the Earth." he added. The screen now showed a picture of the planet, with the continents colored either blue – normal humans – or red – mutants.

All the continents were mostly blue, but there were now very large splotches of red within the blue...with the largest ones in the United States.

Clark whistled. "That's a lot of potential students."

"Indeed." Professor Xavier agreed, his expression grave. "If mutant birth-rates continue at this pace, mutants will not be able to remain a secret for much longer."

Clark nodded. "I guess it had to happen, sooner or later." he commented.

"True, but that does not make it easier." the Professor said. "We have no idea how the general population will react to our existence, when it does happen." Then, his smile became less forced. "Though, hopefully, your existence will help show that we are no threat."

Clark smiled. "It's nice to know I'm good for something!" he joked, causing the Professor to chuckle. "Anyway, I just need to drop this crystal-processor back at the Fortress; I'll be back soon!" At a nod from his mentor, Clark headed out of the Cerebro chamber, took the elevator up, before darting into his room to don his uniform, and then finding the nearest window, opening it, and flying off, heading north, a sonic boom echoing behind him.

Today looked to be a quiet day; so far, there hadn't been any emergencies. Scott and Jean were at the library, working on a group project with Taryn, and one of Scott's friends, Paul. Lance and Kitty were out on a date; Evan was out skateboarding; Remy and Rogue were going on a date – Superman couldn't help but chuckle guiltily at how Remy had basically blackmailed Rogue into the date – and Ali was supposed to be coming back from a CD recording, today. So far, it looked to be only him, Ali, Kurt, and the New Mutants in the Institute for most of the day.

Well, that was okay. As much as he enjoyed having his friends around, a little quiet time was okay. He'd been planning to watch the new science-fiction movie-DVD he'd picked up recently...with Alison curled up next to him on the sofa, of course. Smiling to himself, Superman flew on, towards the Fortress.

After Clark had left, Charles rolled his wheelchair out of the Cerebro chamber, taking the elevator up. He was about to head to his office...when his telepathy picked something up.

'Hey, Chuck, meet me out in the back yard. You're gonna want to see this.'

Mildly surprised, Charles wheeled himself out into the back yard, where Logan was waiting beside his motorcycle...as a black, stealth helicopter touched down beside him. As the rotor blades stopped whirring, the cockpit door opened, and out stepped General Fury...followed by a tall, strongly built man, in an unmistakable uniform, a well-known shield on his arm.

"General Fury," Charles greeted, "Captain America, it's an honor to have the two of you here."

Captain America smiled. "It's a pleasure to meet you, Professor."

"Sorry to drop by unannounced." the General added. "This is a bit of an emergency."

"I'm still anxious to hear what this is all about, Fury." Logan said.

"Perhaps it would be best to discuss this in my office." Charles said. The others nodded, and they headed inside.

As Charles sat at his desk, he asked, "Now, General, what exactly is it that you need our help with?"

"Twelve hours ago, a top-secret S.H.I.E.L.D. research facility was broken into." General Fury answered. "The culprit used high-powered electromagnetic fields."

"Magneto." Logan muttered. "What'd he steal, Fury?"

The General closed his eyes. "Rebirth."

Logan's face twisted in anger. "Rebirth?!" he shouted. "That project was supposed to have been killed, Fury! Rebirth was supposed to have been destroyed! How the hell did Magneto get his hands on it?!"

"Easy, Jim." Captain America said.

"And what exactly is 'Rebirth'?" Charles inquired.

"Back in the 1940's, just before the States entered World War II, Project: Rebirth was formed; its goal was to produce the first ever 'Super-Soldier'." Fury answered. "Only one 'Super-Soldier' was ever produced."

"And that was Cap, here." Logan said. "After Cap got stuck in the Atlantic, Rebirth was shut down..." he glared at Fury, "...or at least, it was supposed to be."

The General's expression remained neutral. "Some time ago, research on Project: Rebirth was reinstated." he said. "Two Rebirth devices were created; only the first was destroyed – the backup device is still intact."

"Terrific." Logan growled. "Next you're gonna tell us that Magneto stole the formula for the serum!"

"No, Logan; we've never been able to re-create the Super-Soldier Serum, and Magneto never so much as touched the notes that the lead researcher had on it." Fury replied. "The device is deadly without the serum."

"That thing damn near killed Steve, even with the serum!" Logan snapped. "So what's Mags want with that thing, anyhow?"

"We don't know." Fury replied. "But he also kidnapped one of the lead scientists on the project: Dr. Bruce Banner. Banner was working on the device itself; he's the only one capable of getting it into working order."

"I see." Charles said. "So you intend to rescue Dr. Banner and neutralize the Rebirth device."

Fury nodded. "We've tracked the magnetic interference to a decommissioned S.H.I.E.L.D. facility in the Sahara." he said. "Magneto's powers have enabled him to reactivate the defenses without the proper codes. We need a team capable of infiltrating the facility, stopping Magneto, destroying Rebirth, and retrieving Banner."

"Several of the Avengers are still out on other missions, Professor." Captain America added. "A few of them will complete their missions and report back in time to help, but we need additional assistance."

"In other words," Logan said, "they need our help, Chuck."

Charles nodded in understanding. "General," he said, "I understand the urgency of your request, but I am afraid that most of my students are unavailable, at the moment, and the newer students – the New Mutants – are not yet ready for this kind of mission."

"Just tell me that your golden boy is up for this." Fury said. "We're going to need his kind of power, especially if Lensherr knows about Banner's...condition."

Charles paused. "His condition?"

"Some time ago, Dr. Banner was on the Gamma Bomb project; he was irradiated with gamma rays." Captain America explained. "He survived...but if he gets too agitated, he changes, becoming the Hulk."

Logan arched an eyebrow. "'The Hulk'??"

"The Hulk, Jim, is a force of nature." Captain America said. "He's pure power, and pure rage. Once he starts, I honestly can't think of anything that can stop him...except, possibly, Superman."

"And that's why we need him, Xavier." General Fury said. "We'll need a team capable – or at least with a halfway decent chance – of pacifying the Hulk, if it comes to that...and that includes you, Xavier. In the past, the Hulk has responded to ones he knows being able to reach Banner's mind inside him. Your telepathy should enable you to reach Banner, should that scenario occur."

Charles nodded. "Well, General, Superman is still available, as well as the X-Men Nightcrawler and Dazzler." he answered. "If Magneto is involved, we will do all we can to assist you."

"Much appreciated." Fury said. "I'll radio a carrier to meet us in your hangar." To Captain America, he added, "Captain, how many of the Avengers will be available for this mission?"

"Based on their last reports, I'd say Iron Man and Thor, General." Captain America said. "I'll contact them and tell them to meet us at the hangar."

"And I'll inform my students to meet us there." Charles said.

"Good." General Fury said. "Much appreciated, Professor." With that, they headed to the vehicle hangar, as Charles contacted his students.

He hoped they were up for this.

It was mid-afternoon when Alison returned to the Institute from her CD recording. After getting settled back in her room, she decided to look for Clark; she'd been half-expecting him to greet her as she got back, and she was looking forward to spending time with her sweetie...

As she came down into the living room, she found that only Kurt and the New Mutants were left in the Institute. "Hey, Kurt." Alison greeted. "Where is everybody?"

"Scott and Jean vent to zhe library for a project zhey vere vorking on vith Taryn and Paul." Kurt replied. "Rogue and Remy just vent on zheir date, Lance and Kitty vent out, Evan vent skateboarding, and Clark just vent to drop somezhing at zhe Fortress! I zhink it vas one of zhe crystals zat he used vhen zhe Fantastic Four vere here!"

"Oh." Alison said, smiling; she remembered, now. Clark had told her he was going to ask the Professor to use Cerebro to help him search for the Kryptonian Speeder that had crashed on Earth; he'd borrowed a "crystal-processor" from his Fortress, and must have brought it back. "Did he have any luck in finding that ship?"

Kurt shook his head. "Probably not." he reasoned. "I zhink zat if he had, ve vould all probably be going to get it, by now."

Alison nodded, and then chuckled. "Hey, weren't you and Amanda going to go out, today?"

Kurt groaned. "Ve vere, but zhen her parents got a call from Amanda's aunt; it seems zat her cousin is having marriage trouble, so zhey had to go visit her, and zhey didn't vant to leave 'Mandy zhere..."

Alison grinned. "'Mandy?" she repeated, causing Kurt to blush.

Just then, a sonic boom echoed overhead, and Alison automatically smiled. Seconds later, Clark, in his regular clothes, walked down the stairs. As he saw her, he smiled. "Hi, taushi. How was your recording?"

"Pretty good." Alison replied, happily accepting her boyfriend's hug. "How did your search go, tausha?"

Clark sighed. "Not so good." he said. "Professor Xavier combed the planet with Cerebro powered-up by a crystal-processor; we found zip."

Alison looked stricken. "Oh, baby, I'm so sorry."

"Thanks, sweetheart." Clark replied. "There are two possibilities: either the Speeder is so deep underwater that Cerebro can't pick it up...or it's giving off no power-signature because its EPMs are depleted."

Alison blinked. "'EPMs'?" she repeated.

"Entropic Power Modules." Clark explained. "They're the basis for all Kryptonian power-systems. The reader's-digest version of how they work is that they provide energy by existing in an initial state of low entropy – low disorder – and continually going to a more disordered state, which drives anything that the Module is connected to."

Alison blinked. "Uh...okay..." she said, smiling sheepishly, "...I...think I understand..."

"Good, 'cause I sure don't!" Kurt laughed.

Clark chuckled. "It's a form of energy production that humanity hasn't really thought of, yet." he added. "In a few hundred millennia, people should start to pick up on the theory."

"How vell do zhey vork?" Kurt asked.

"One EPM can provide enough energy to run ten thousand New York-sized cities for a year."

"Whoa!" Alison exclaimed. "Does your...Fortress use those?"

Clark nodded. "It uses five." he admitted. "And a Speeder would use two. Thankfully, EPMs can be recharged, so if we find the Speeder, provided it isn't too badly damaged from whatever shot it down, I could – theoretically – get it working, again."

Alison smiled, and then playfully pouted. "When do I get to see this Fortress of yours?" she teased. "We've been dating for almost half a year, and you still haven't shown me!"

Kurt laughed. "Hey, he's known us for over a tear, and ve haven't been zhere!" he joked.

Clark smiled sheepishly. "I honestly don't go there too often, myself." he admitted. "I only go there for essential things, or maybe the odd training session. The Fortress is really cool...but it's so lonely, there; the silence is almost deafening." He smiled wistfully. "I'm not trying to keep it under wraps; I just haven't felt the need to be there."

Alison nodded, understanding; after Clark's father had died, the Fortress had been his sanctuary, to mourn, and learn about himself. There were likely a lot of sad memories that Clark associated with it. Alison hugged her boyfriend. "Don't worry about it, Clarkie." she cooed. "I don't mind; there's no big hurry."

Clark smiled. "Thanks, Ali."

'Alison, Kurt, suit up and head to the vehicle hangar, and tell Clark to do the same.'

Alison blinked as she heard the Professor's telepathic summons. "Clark, the Professor just told us to suit up and head to the hangar." she informed Clark, as he couldn't hear telepathy. Clark nodded, and the three of them darted off, to don their uniforms, and meet their mentor.

Within minutes, Superman, Dazzler, and Nightcrawler had suited up, and taken the elevator down to the vehicle hangar. As they stepped out, Dazzler saw the Professor there, as well as Wolverine, in uniform, standing in front of a fairly small aircraft, with an eagle-insignia on its side. Next to the Professor was a middle-aged guy in a black jacket and an eyepatch...and then, she saw someone she'd honestly never expected to see. "Whoa..." she murmured.

"Mein Gott..." Nightcrawler added, "...zat's..."

Superman just smiled, and walked over to his childhood hero. "Captain, sir!" he greeted. "It's good to see you again, sir!"

Captain America grinned. "It's 'Cap,' remember?" he joked. He extended his hand. "And it is good to see you again, son." Superman smiled, and shook it.

Dazzler's mind was still a bit shocked. She was standing in front of Captain America. The leader of the Avengers. Arguably the greatest hero of World War II. The man who'd inspired Clark.

The Professor chuckled at their expressions. "I see that you need no introduction, Captain." he said.

At that, Nightcrawler suddenly looked self-conscious. "I'm...sorry if my appearance alarms you, Herr Captain." he said softly.

Cap just smiled. "Son, I've seen much stranger things than someone with blue facial hair. Don't worry about it." At that, Nightcrawler smiled.

"What's the situation, General Fury?" Superman inquired.

"No time to explain." the General replied. To Captain America, he added, "How long until Thor and Iron Man get here, Captain?"

"Any time, now, General." Cap replied. "Thor said he'd pick up Stark on the way."

Suddenly, the air started to get warm, almost muggy. "What's going on?" Dazzler asked aloud. "It feels like there's going to be a lightning-storm in here..."

Superman chuckled. "I think it's more of a thunder-storm, Ali."

Just then, a powerful flash of lightning burst in from nowhere, a few feet away, as a mighty thunderclap shook the air. When the lightning dissipated, two figures stood where it had been. One was a very tall, powerfully built man, with long blond hair, and a trim beard around his mouth, and blue eyes, clad in a dark blue, mail-like vest, with four silver circles reinforcing its front, as well as black tight pants, and steel-toed boots, with a weapon that looked like a cross between a war-hammer and a battle-axe in his hand. The other was a fairly tall, well-built man in a high-tech, red-and-gold-colored suit of armor, the helmet completely covering his face.

The hammer-wielder strapped his weapon over his shoulder, and then smiled as he spotted Superman. "Greetings, my young friend!" he boomed. "It has been quite some time since we last fought Doom's minions! You have done good work since then; well done!"

Superman smiled, and accepted his firm handshake. "Thanks, Thor." he replied. "It's good to see you, too."

Cap chuckled. "And these are the last two members of our task force: Thor Odinsson, and Tony 'Iron Man' Stark."

At that, Iron Man removed his helmet, revealing the face of a 25-year-old young man, with short black hair, a trim black beard, and blue eyes. "I've heard good things about all of you." Tony greeted. "It's an honor to be working with you."

"Stark, any reports from the rest of the team?" Fury asked.

Iron Man put his helmet back on, turning his voice metallic. "Wasp and Giant Man are still handling things in Afghanistan, General, and Black Widow reports that she'll still be a while before her mission is complete."

Fury nodded. "Looks like we're it, then." he said. "Okay, people, we need to move out! Superman, Thor, Stark, you three take point ahead of the gunship, and provide air support for when we land; Stark, Thor, while you're at it, get the kid up to speed on things. Everyone else, in the gunship; I'll explain the situation on the way. We've got no time to lose!" At that, the General, Professor Xavier, Wolverine, Dazzler, Nightcrawler, and Wolverine all headed into the gunship. After they had strapped themselves in, the gunship took to the air, flying off at high speeds, with Superman, Iron Man, and Thor flying in escort formation around it.

New York

'Ah can't believe Ah got talked into this.'

Rogue could only sigh to herself as she and Remy – on Remy's bike – pulled up to the restaurant that they had decided to go to on their "date." Remy lightly smiled at her as he hopped off the bike, removing his helmet, his red-on-black eyes hidden behind black glasses, before he politely extended his hand to her. Rogue rolled her eyes before she humored him, taking his hand as she hopped off, removing her own helmet.

The place they'd chosen was a Southern-style eatery, which, according to Remy, had "de bes' gumbo in de country, next t' m' Tante Mattie's, o' course."

Remy smiled. "Y' ready t' go in, chere?"

Rogue sighed. "Ah suppose." she replied. With that, they both headed inside.

After being seated and placing their orders, Rogue and Remy could only sit back and wait in awkward silence. Rogue felt a bit guilty; she knew that at least she could try to have some civil conversation with Remy – he wasn't a bad guy, despite him more or less blackmailing her into a date – but she honestly could not think of a thing to say. It seemed that Remy was having the same problem, as he took out his deck of cards and began absently shuffling them.

Rogue took notice of his habit. "Whah cards?"

Remy blinked. "Pardon, chere?"

"Whah do ya always use cards?" Rogue asked.

Remy lightly smiled. "Well, Remy would 'ave t' say dat goes back t' when Remy was wit' de T'ieves Guild." he explained. "It was after Remy's first job, an' mon pere an' some o' de other members o' de Guild were playin' poker; Remy cleaned up at de table, dat night. Ev'r since den, cards 'ave always been lucky for Remy, an' when Remy's pow'rs started up, Remy figured dat it was logical t' use 'em wit' 'is pow'rs."

Rogue nodded. "And whah do ya call yerself 'Gambit'?"

Remy grinned. "Dat's jus' 'cause mos' o' Remy's life been a game o' chance, an' Remy t'ink he been pretty good at drawin' a lucky hand." he answered. "An' since we on de subject, why do y' call y'self 'Rogue,' chere? Remy always been curious 'bout dat."

Rogue lightly blushed. "Ah don't know." she admitted. "It just...seemed ta fit me."

"Remy guessin' dat it ain' y' real name, den."

Rogue smirked. "No, and Ah'm not tellin' ya mah real name, Swamp Rat!"

Remy chuckled. "We'll jus' save dat for de second date, den."

Rogue groaned, burying her head in her hands...though she couldn't help but start to laugh at his persistence. "Gawd, LeBeau, ya don't quit, do ya?" she laughed.

Remy grinned. "Not when somet'ing important be at stake."

Rogue automatically blushed at that. Remy was a good guy; he'd been a perfect gentleman during the entire bike-ride to the restaurant, and he was charming, witty...and definitely a handsome guy – there was no point in denying it.

And that meant that there was no point in denying that he had absolutely no reason to pursue the untouchable Rogue.

By then, their meals had arrived, and they simply enjoyed them; Remy was right about this place, Rogue admitted – the gumbo was amazing. After they were done, Remy promptly left the payment on the plate with the bill. "Now, chere, why don' we jus' catch a movie? Any dat y' wanted t' see?"

Rogue lowered her head. "Whah, Remy?"

Remy paused. "Why, what, chere?"

"Whah do ya want ta be with meh?" Rogue continued. "Ah'm untouchable! Ya can't touch meh, Remy! Ya can't hug meh, and ya can't kiss meh – not without meh suckin' the life out of ya!" The sheer bleakness of her situation brought tears to her eyes. "Ah'm a vampire, Remy..."

"Don' say dat."

The sheer fierceness of Remy's voice startled Rogue. His expression was stern. "Vampires got no souls, chere; y' do." he added. "Y' care 'bout people; if y' didn', y' wouldn' be worried 'bout dem touchin' y'. Remy don' want y' t' say dat 'bout y'self ev'r again, y' hear me?"

Rogue didn't move. "Remy..." she began.

"As fo' why," Remy continued, "Remy don' rightly know, fo' sure. Dat's difficult t' explain." He took a deep breath. "It ain' jus' 'cause y' belle, chere, even though y' like an angel."

Rogue lightly blushed, lowering her eyes. "Remy, Ah am not beautiful..." she said.

"Yes, y' are, chere." Remy said firmly. "An' Remy don' ev'r want y' t' say diff'rent." He continued, "An' it ain' jus' 'cause y' intelligent. It ain' 'jus 'cause o' one t'ing, chere; it's all de little t'ings. Remy 'onestly can' explain it; all he knows is dat...Remy want t' be wit' y'." He lightly smiled. "An' dat's de truth."

Rogue was fighting tears, now. "But...ya can't ever touch meh..."

"Dat may be true at de moment, chere, but dere ain' no-one dat loves a challenge more den Remy; he figure out a way." Remy said, smiling. "Remy ain' gon' give up on y'; not now, not ev'r."

At that, Rogue smiled, and Remy grinned. "Y' got a beautiful smile, chere." he said softly. "Remy t'ink y' should show it, more often."

No-one had ever made her blush as much in a single date as Remy had, Rogue knew. "Remy," she began, "instead of goin' to a movie...could we just...go for a ride around the city? Just for a while?"

Remy smiled. "Sure, chere." he replied. With that, they both headed outside, donned their helmets, and hopped on Remy's bike. Remy gunned the engine, and they rode off into New York City. As they rode, Rogue leaned into Remy's back, her hands lacing together over his heart, as she lightly nuzzled into him, feeling hopeful for the first time in a long time.

S.H.I.E.L.D. Outpost Theta, Sahara Desert, Africa

As he heard his father coughing in the darkened hallways of the abandoned S.H.I.E.L.D. facility, Pietro, in uniform, came running. "Father, are you alright?"

In his improvised study, Magneto took a few deep breaths, before fully standing upright. "I will be, son." he said softly. "I will be." With that, he strode out of the room, and Pietro followed him.

Pietro followed his father to the main research lab, or what was left of it, where the massive Rebirth device had been stored...and where the kidnapped S.H.I.E.L.D. technician worked on it, under the guard of Magneto's other three Acolytes. One of them was the Australian pyro-kinetic mutant St. John Allerdyce, who called himself "Pyro." John was 17, and around Pietro's height and build, with short, flaming orange hair, and green eyes, clad in a flaming red-and-orange bodysuit, with light aqua-colored goggles, and a fuel-tank strapped to his back, to power the twin lighters on his wrists; that was the paradox of Pyro's power – the could control fire, but not create it.

Pietro wasn't too fond of John; he was likely the second-craziest member of the Acolytes, only to Sabretooth, who was also standing guard in the lab.

The remaining Acolyte was Piotr "Colossus" Rasputin, a Russian mutant who Magneto had recently recruited; Pietro didn't know the details, but he figured that his father had somehow coerced Piotr into joining. Piotr was a very tall, strongly built young man of 18. His short hair was black, and his eyes were a dark blue, and he was clad in black pants and a red reinforced vest. Piotr's ability allowed him to turn his skin into organic steel, giving him incredible strength and near invulnerability.

These were the only Acolytes that his father had recruited, Pietro knew, but he also knew that his father had plans to recruit more. And if the Rebirth device worked...

By then, Magneto had walked up to the technician as he was working. "What is your progress, Dr. Banner?"

The technician – Dr. Bruce Banner – was of average height, and lanky, in his thirties, with short brown hair and blue eyes framed by glasses, clad in a white shirt and blue jeans under his white lab coat, with a high-tech collar around his neck. "It will be ready within the hour," Banner reported, "but without the serum, it's useless!"

Magneto suppressed a cough. "I will worry about that." he said. "Just make sure it's ready."

Banner's eyes went wide. "You're...you're going to use it, anyway!" he cried. "Are you insane?! Using Rebirth without the serum is suicide!"

Magneto's eyes narrowed. "Just get back to work." he ordered, gesturing to the collar around Banner's neck. "This collar currently keeps your 'other half' at bay, but it can easily invite the Hulk to our little party." At that, Banner got back to work.

Pietro momentarily shuddered at who they were working with; he didn't want to be anywhere near the Hulk if that thing got loose. Then, he smiled to himself. 'I'd like to see Super-Loser handle the Hulk!' he thought.

By then, Magneto had walked over to Pietro. "Son, have you activated the defense network?" he asked, before coughing.

Pietro nodded. "It's up and running, Father."

"Good." Magneto said. "It is unlikely that General Fury will let things go, and it is likely that he will recruit some of Charles' students to assist him...including Kal-El."

Sabretooth grinned savagely at that. "Fine by me." he growled.

Pyro chuckled. "'ey, I'd sure like ta take a crack at this 'Superman' wanker!" he said, in his Australian accent.

Colossus said nothing.

Pietro smiled to himself. Once the Rebirth machine was repaired, Banner was expendable. His father might want the Last Dork of Crap-Tun to join them...but he never said anything about what to do with Banner after the fact. All that was required was a little high-speed collar-tampering...and it wouldn't matter what his father said.

'You're gonna get yours, Super-Loser,' Pietro thought, 'and I'll be right there to see it happen.'

African airspace

Inside the S.H.I.E.L.D. gunship, Dazzler could only look out the nearby window at the vast Sahara Desert, below them. Occasionally, she could catch glimpses of Superman as he, Thor and Iron Man escorted them to the facility that Magneto had taken over.

'I can't believe it.' Alison thought to herself, lightly smiling. 'We're going on a top-secret mission alongside the country's first superhero, a guy in high-tech armor, and the supposed-to-be-mythical Norse thunder-god. If anyone had said they'd done something like this a year ago, I'd have asked them what they were smoking.' It was amazing how her life had changed, and for the better; she could still pursue her singing dream, and she got to do something worthwhile, too...

...and, of course, reuniting with her childhood sweetie had been the best part.

Just then, General Fury walked into the passenger section of the gunship, where the rest of them were. "We'll be coming up on the facility in a few minutes; knowing Lensherr, he'll have been expecting us, so we should expect to take some fire, but our three fliers should be able to handle the anti-air turrets quick enough that we can land safely."

"Herr General, vhy does Magneto vant zhis 'Rebirth' device?" Nightcrawler inquired.

"That, son, is the million-dollar question." Fury answered. "But none of the possible reasons are anything good; he could be trying to get it to Doom so that bastard can make his own super-soldiers. The truth is, we don't know what he's up to, which is why we need to locate and destroy Rebirth as soon as possible."

Logan snorted. "You should have destroyed that thing years ago, Fury." he muttered.

Fury frowned. "The decision was made by the joint-chiefs, James; with the threat of the Soviet Union looming after the war, plus the incident with the Chitari, the U.S. government decided that it might need more super-soldiers in the near future."

Dazzler blinked in confusion. "Okay...does anyone else know what you two are talking about?"

"I'll explain, Miss Blaire." Cap said. "It was back in 1945, near the end of the Second World War. Hitler had committed suicide, but there was one Nazi stronghold that still remained. My squad and I were ordered to take it."

Logan chuckled. "After meeting heavy resistance on the ground, this lunatic here crashes a whole B-32 into the front gates of the castle to crack it open!"

Cap laughed. "Hey, it seemed like a good idea at the time!" he replied. Then, his expression sobered. "Inside the castle, Kleiser – one of Hitler's top lieutenants – was supervising the construction of a huge missile – a nuke."

Alison gasped. "But...but the Nazis didn't know how to make nuclear weapons!" she exclaimed. That was one of the historical facts of the war; the Nazis had been stopped before they could construct nuclear weapons...

"You're absolutely right, Miss Blaire." Cap agreed. "The Nazis didn't."

Nightcrawler blinked in confusion. "Vat do you mean..?"

"After fighting with Kleiser, I managed to wound him...enough to draw what should have been blood," Cap continued, "but all I got were green tentacles."

"That bastard was an alien." Fury explained. "Specifically, he was of a nomadic race called the Chitari, who had decided that Earth looked like a good home for their people...once they got rid of the human race."

Cap nodded. "The bastard managed to launch the nuke at the States, but I managed to grab hold of the missile and short it out from a service panel; the nuke went off too soon, and it actually took out one of the four Chitari ships in orbit over Earth. As for me, I plunged into the freezing Atlantic Ocean; I honestly thought my number was up, right then and there."

"We managed to find him stuck in an iceberg, a few years back." Fury finished. "After thawing him out, Cap took command of the Avengers, in time to handle the return of those other three Chitari ships."

Professor Xavier spoke up. "Logan, were you there during the Captain's last mission in World War II? Is that how you two know each other?"

"Nah; we were pals long before that." Logan answered. "Probably our first mission was back when the States were just starting to push into Germany; we were assigned to liberate one of the bigger concentration camps."

Cap nodded. "Heavy fighting, all around." he reminisced. "We had to do a fast drop; no parachutes."

Logan chuckled. "Luckily, we were tough enough not to need 'em."

Cap grinned. "True enough!" he agreed. "Anyway, it was tough, but we managed to take out the Nazis in command of the camp and liberate its prisoners...including a thin, gangly kid by the name of Erik Lensherr."

Kurt's eyes widened. "Mein Gott..."

Alison nodded. 'No wonder he hates humanity...he's seen so much of it at its worst...' she thought. Still, that was no excuse for what he was doing. Then, something occurred to her. "Wait...Wolverine, if you were in World War II, how come you're not old?"

Wolverine chuckled. "I guess my healing factor takes care of that."

"And vat about you, Herr General?" Nightcrawler inquired.

Fury chuckled. "The Super-Soldier Project yielded some interested technology other than the Super-Soldier Serum." he answered. "I was given an experimental treatment that slowed down my aging process a good deal. I was selected for that process because of my war record with my unit, the Howling Commandos. The government felt that having me around for the next few decades was a good idea, if those alien bastards ever decided to come back."

That last statement made Dazzler worry. 'Professor,' she thought, 'General Fury doesn't know where Clark's from, does he?'

'No, Alison; I thought it best not to divulge that information.'

Alison couldn't help but feel for her boyfriend; based on Cap and the General's past experiences with aliens, it was possible that they might be less than thrilled to be working with another alien.

It almost broke her heart, to think of Clark being despised by someone he'd looked up to since childhood.

"General Fury, sir! We're approaching the target!"

Fury nodded at the pilot's call, before pulling out his radio. "Stark, you, Thor and the kid better be on your toes; we're coming up on the target. Lensherr could try something any minute, now."

"Roger."

At that, Dazzler could only look out through the window, silently cheering her sweetie on.

It was go-time for Superman and the Avengers.

As they flew over the Sahara Desert, Superman could see the S.H.I.E.L.D. facility up ahead of them. If Magneto was going to try something, he would have to do so now...

Suddenly, his vision spied something coming from the ground below. "Incoming!" he called out. "Missiles! Dead ahead!"

"I see them!" Iron Man answered, taking aim ahead of them, as small launchers popped out of the wrists of his armor. At once, he fired, sending numerous small rockets lancing towards the missiles, impacting them with pin-point accuracy, destroying half of the missiles, but leaving the other half intact, and still searing towards them. Superman's eyes narrowed, and then started to glow red, as he unleashed a powerful sweeping eye-ray, incinerating the rest of the missiles.

"Well done, my friend!" Thor declared. Then, his eyes narrowed as he looked to the ground. "But it would be unwise to declare victory just yet!"

Looking down, Superman saw countless laser-shots streaming up at them, coming from numerous laser-turrets popping out of the ground. "Well, it's nice to see that S.H.I.E.L.D. doesn't skimp on its security budget." he said.

"Yeah." Iron Man agreed. "Too bad for us."

At that, the three of them quickly deflected any shots that got near the gunship. Iron Man fired his palm-lasers at the ground, as Superman fired his eye-rays, hoping to take out enough of the turrets to clear their path.

Suddenly, Thor took a laser-shot to the head...which only angered him. "Soulless machines!!" he boomed. "You dare strike the son of Odin?!" With a yell of rage, he drew his hammer – Mjolnir – and raised it above his head. In seconds, the mighty war-hammer began to crackle with energy, as Thor swung it downwards in a powerful arc.

His swing summoned an enormous bolt of lightning from the heavens, which streaked down towards the ground, striking the earth with terrible force, utterly annihilating the turrets, and superheating the sand where it struck, turning it to glass. For a few moments, there was silence...

...until more turrets popped up, and resumed firing, at a much faster rate than before.

"By the All-Father's beard!" Thor exclaimed. "Is there no end to this?!"

Superman's eyes narrowed. "Enough is enough." he said firmly. "Guys? Cover me."

With that, Superman dove towards the earth at supersonic speeds, the very air shaking as he passed. As he drew near the ground, he pulled his fist back...

...and he struck the earth, tapping half of his maximum strength.

The very earth shook at his strike, kicking up a massive wall of sand, radiating out from him, demolishing the turrets that had popped out, just as the shockwave annihilated the turrets still below ground.

As the sand settled, Superman saw that there was no turret in sight, with only the facility a few miles ahead. 'Well, I guess it's safe to say that Magneto knows we're here.' he thought. Then, he flew back up to resume escorting the gunship, before they touched down a few meters away from the facility.

"Good work." General Fury said as the others disembarked. "The rest of you proceed inside; I'll stay here and keep an eye out for trouble."

"What kind of trouble are you expecting, General?" Dazzler asked.

"In issues of national security, twelve hours is enough time for scuttlebutt to travel far." Fury answered. "It's entirely possible that Old Thunderbolt will try to drop by and blast this place to kingdom come with Banner still inside."

"'Old Thunderbolt'?" Superman asked.

"Brigadier General Thaddeus "Thunderbolt" Ross." Fury replied. "He's a good man, but he's always been the loudest voice to have the Hulk permanently neutralized. If he's gotten wind of this, chances are he'll be right behind us, with a whole tank platoon to blast this place flat. Ross is an old pal of mine; if he shows up, I might be able to get him to cool his jets enough for you to do your jobs."

"Understood, sir." Cap said.

"We won't let you down." Superman agreed. With that, they all headed inside, as the General headed back into the gunship.

They first came into a long metal corridor, with the lights still dimmed. "So far, so good." Wolverine observed.

"Hold it, Jim." Cap said. "This seems a little too easy. Superman, do you see anything out-of-the-ordinary?"

Superman's eyes narrowed, as he extended his vision outside of the normal spectrum...and frowned. "No-one move." he said. He inhaled, and lightly exhaled frost into the corridor.

The frosty gust revealed the presence of countless laser-beams spaced through the corridor.

"Laser-trip beams." Iron Man observed. "Those could activate some of the nastier defenses around here."

Thor frowned. "Quite the insidious design." he muttered. "Loki himself would be hard-pressed to craft something more diabolical."

"Iron Man, can you detect where the beams are drawing power from?" Cap asked.

"The main control panel for the beams is at the far end of the corridor," Iron Man reported, "but the panel is protected by another set of trip-beams."

Superman smiled. "Dazzler, do you think you can re-direct those beams?"

Dazzler smiled. "Sure!" she said. She flicked on her music, and then concentrated, pointing both hands at the control panel at the far end.

Almost instantly, eight prism-like hard-light blocks appeared in front of and to the side of the panel. To the normal eye, nothing appeared to have changed, but Superman could see it clearly: the laser-beams had been re-directed away from the panel without being broken.

The Professor smiled. "Kurt?"

"Jawohl!" Nightcrawler exclaimed, and he instantly 'ported himself to the panel, before opening it and shutting off the system.

"The beams are down." Superman confirmed. "It's safe to continue."

"Good." Cap said. "Let's go!" With that, they headed further into the facility.

Magneto and his Acolytes were still in the main laboratory when they felt it.

The massive earth-tremor shook the entire lab, rattling the machinery, nearly knocking everyone on their backs. "That's odd." Dr. Banner observed. "There aren't any fault lines around here."

But Magneto and the others knew what was really going on.

Kal-El was here.

Magneto suppressed another fit of coughing; his condition was getting worse. Pietro looked worried. "Father..."

"I'm fine." Magneto said firmly, though that was far from reality. Pneumonia. His aged immune system was finally losing. His years had caught up with him, and would soon overtake him...

...unless the Rebirth device was operational, soon.

He needed more time. Recently, he'd felt his age, slowly but surely creeping up on him. He couldn't die, yet. Not until the future of the mutant race was secured.

"Banner," he said softly, erupting into more coughing. "Is it ready?"

"Almost." Banner replied. "A few more minutes, and it'll be ready." He frowned. "But unless you manage to miraculously obtain the serum, this will kill you."

"I'm dead, either way, Doctor; you must have realized that, by now." Magneto coughed.

Banner slowly nodded. "If that's what you want...it's ready for you."

Just then, an alarm went off, as a screen dropped down, activating. Sabretooth frowned. "We got company."

"So I gathered." Magneto said. He glanced to the screen. So, Charles had come...along with the Captain and two of his Avengers.

Pyro whistled at the screen. "Blimey...that's the sheila ya said the E.T. was with?" he said. "Damn...wouldn't mind havin' a 'close encounter o' the third kind' with the likes o' her!"

Magneto erupted into another fit of coughing, as he entered the main chamber of the Rebirth device, closing its door behind him. His Acolytes knew their orders: to protect him until the process was complete.

Soon, he would be well again.

Shortly after exiting the hallway, the small task-force came to a wider corridor. "Based on the energy-output of the room beyond, I think it's safe to say that the Rebirth device is behind that door." Iron Man observed.

"Hopefully, we're not too late." Superman said, as they headed towards the door...

Almost instantly, about three-dozen robotic drones, armed with laser weapons, zipped out from open panels in the walls.

Wolverine's eyes narrowed. "I'm gonna have to have a talk with Fury, after this."

At once, the drones opened fire...but Dazzler instantly threw up an energy-barrier, the shots harmlessly bouncing off of it. "I'll protect the Professor!" she declared. "You guys will have to handle these rust-buckets!"

Wolverine grinned. "Fine by me, Diva."

Cap chuckled. "Just like old times, eh, Jim?"

Wolverine laughed, popping out his claws. "Wouldn't miss it!"

As the drones closed on them, Superman fired his eye-rays, incinerating six drones in an instant, before unleashing a blast of gale-breath, knocking the rest off-balance. Cap took devastating advantage of the gale, throwing his shield into the crowd of robots, its deadly arc slicing five drones before it returned to him, in time to slam a sixth and boot a seventh towards Wolverine. "Heads up, Jim!"

Wolverine laughed as he sliced the drone apart with his claws, before diving head-first into the mass of robots. He sliced two in half with a diving tackle, and then rolled into a fourth, stabbing his claws into its torso. As one drone tried to creep up on him, Wolverine dove under its swing, stabbing it through its neck, before picking it up and throwing it at a sixth drone.

Iron Man took aim, and fired his palm lasers, taking out three drones with pin-point accuracy. One drone took the opportunity to attack from behind, pinning him, but Iron Man kicked on his boot jets, slamming the drone against the ceiling, crushing it. As he landed, he punched a fifth drone, crushing its face-plate. When a sixth tried to grab him, he was ready, and activated his armor's fail-safe system; instantly, a high-voltage surge transmitted through the robot, utterly scrambling its systems.

Scowling, Thor threw his war-hammer in a deadly arc, smashing three robots before Mjolnir returned to his hand. He then slammed one drone with his hammer, before pulling back and slamming his weapon into the ground; the sheer force of his strike made the ground tremble, bouncing two more drones into the air, making them easy targets for his hammer.

Nightcrawler 'ported in and out of the crowd of robots, easily evading their attacks. He hopped onto the back of one, ripping out a few wires, shorting it out, before 'porting over to a second, kicking it into a third, taking them both out. He turned to see another drone loom over him, taking aim...

...only to be blasted by an off-white energy beam.

Nightcrawler turned to see that Dazzler had dropped her barrier in order to attack, since the drones were busy. Smiling, she formed a sphere of light, and tossed it at the last two drones, which were blasted apart as the light-bomb went off. Once the last drone fell, utterly destroyed, the small task-force headed through the door, into the room where Rebirth was being stored.

The room beyond was obviously a laboratory, with the large Rebirth machine in the very center. "Okay," Cap said, taking out a few plastic explosives, "we'll set these around Rebirth; they'll destroy the device without bringing the place down around our heads..."

"Oh, I think you losers have other things to worry about."

Superman turned to see Quicksilver step into view, followed by Sabretooth and two newcomers: a youth in a flaming red-and-orange bodysuit with lighters on his wrists, and a tall young man in a red armored vest and black pants...who suddenly changed, his skin turning to metal.

"Father said that you guys might be paying us a visit," Quicksilver continued, "so we figured we'd welcome you."

Sabretooth smiled wickedly. "Been a while, Short-Stuff."

Wolverine snarled. "Not long enough, 'Tooth."

Cap's eyes narrowed, as he handed the explosives to Nightcrawler. "We'll keep them busy, son; you set the charges and blow that thing to kingdom come."

Nightcrawler looked nervous...and then nodded. "I vill." he said. With that, he 'ported towards the Rebirth device.

Snarling, Sabretooth turned to pounce at Nightcrawler, but Wolverine tackled him, slashing with his claws. "Why not try me, bub?!" he roared, stabbing his claws into Creed's gut, before unleashing an uppercut, knocking Sabretooth back. Wolverine was about to finish his old enemy off, but Sabretooth back-handed him, before slamming him with his shoulder, knocking him aside.

Growling, Sabretooth closed on Wolverine, but was driven back by a laser-blast from Iron Man, giving Captain America enough time to charge into Sabretooth, shield first, slamming him with his shield, before giving him a solid punch to his gut, followed by driving his shield into Sabretooth's face, knocking out a few teeth.

The kid with the lighters grinned insanely. "'ow 'bout I turn up the heat?" he cackled, with an Australian accent, as he took aim at Cap, sending a massive stream of flame at him.

Instantly, Superman intercepted the fire-blast, unleashing a burst of gale-breath, blowing out the fire. The youth was completely shocked. "What the bloody hell?!" he yelled. "Nobody puts out Pyro's flame!!"

"Didn't your mother ever teach you not to play with matches?" Superman said calmly. Angered, Pyro readied another flame-blast, but Superman unleashed a small burst of frost-breath, chilling him, rendering his powers momentarily useless. Just then, the metal man barreled into Superman, tackling him through the wall.

As Sabretooth fell back, dazed, Cap was about to press the advantage, when he found himself surrounded by a silver blur. "What's the matter, old timer?" Quicksilver sneered. "Too fast for ya?"

Cap stayed calm, watching Quicksilver's pattern of movement...and saw an opening. He pulled back his shield and threw it; the shield missed, but then bounced off one wall, then another, and came back, striking Quicksilver right in the ankle.

"Ow, ow, ow, ow, ow!!!" Quicksilver cried, hopping around on one foot...and hopping right into Dazzler's aim, where she promptly blasted him with an energy beam.

The metal man continued his tackle, driving Superman through two more walls before Superman turned himself just so, falling back to toss the metal man away with his feet, knocking him through two more walls. As he got up, the metal man stomped back in, charging at him and unleashing a punch, which Superman easily blocked, countering with his own punch.

The punch connected solidly with the metal man's face, causing him to take several steps back before he recovered. "You are holding back, comrade." he said, in a Russian accent, his voice almost regretful. "You should not be pulling punches against Colossus."

As Colossus swung at him, Superman easily evaded it. "You shouldn't be telling me how to beat you." he parried. And with that, he tapped twenty percent of his maximum strength, punching Colossus straight through five walls, to land hard, out cold. Turning, Superman darted back to where the others were fighting.

As Sabretooth recovered, he snarled at Iron Man, leaping at him, but Iron Man kicked on his boot-jets, darting to the side, peppering him with laser-blasts, before charging in to unleash a mighty uppercut, knocking Sabretooth back...as Wolverine leapt at Creed, slashing with his claws. Sabretooth howled in pain, before tossing Wolverine into Iron Man. Snarling, he closed on the two, but Thor intercepted him, knocking him aside. Roaring in fury, Sabretooth leapt at Thor, who blocked the attack with the handle of his hammer. Thor's eyes bored into Sabretooth's. "Foul beast-man!" he boomed. "You have roused the ire," he pushed Sabretooth away, slamming him with the handle of Mjolnir, "of the Thunderer!!"

And he punctuated the sentence by pulling back his hammer and letting fly with a mighty lightning bolt, sending a scorched Sabretooth flying, to land hard, out cold.

By then, Pyro had managed to generate enough heat to break free of the ice that had coated him. Spying Dazzler, he grinned. "'ey, sheila!" he called. "'ow 'bout tryin' ta handle a real man?"

Dazzler chuckled. "Why? Seen any?"

His eyes narrowing at the shot, Pyro sent a flame-blast at Dazzler, who generated a hard-light barrier, repelling it. After a few seconds, Pyro eased off, to ready another blast...which gave Dazzler the opening she needed. She dropped her barrier, formed a sphere of light, and threw it at Pyro, where it erupted in a blast that rivaled a magnesium flare.

Pyro howled in fury, rubbing his eyes to clear his vision. When he could see again, he snarled, and readied a flame-blast...but nothing happened. Confused, he looked at his lighters...only to find all his lighter fluid leaking uselessly onto the floor...and Superman standing before him, holding the severed fuel lines.

Pyro gulped. "Oh, crikey..."

Superman simply reached out his hand, and flicked him, sending him flying across the room.

As his teammates fought, Nightcrawler managed to reach the Rebirth device unnoticed. Reaching it, he found who must have been the kidnapped scientist, Dr. Banner. "Herr Doctor, are you alright?"

"Y-Yes, I'm fine." Banner said.

"Please, get clear, Doctor. I'm going to destroy zhis thing." Nightcrawler said. Banner nodded, and moved to a safe distance, as Nightcrawler started to place the charges...

"Kurt...no..."

Startled, Nightcrawler looked through the glass wall of the Rebirth chamber, and saw Magneto; the Master of Magnetism looked pale, his face gaunt. "This is my only chance..." he wheezed.

Nightcrawler paused. "But...zhis device...it's deadly vithout zhe serum..."

"Only to humans." Magneto gasped. "To our kind, Kurt...it gives life."

Nightcrawler's expression became determined. "Nein." he said. "Zhe Rebirth device has to be destroyed." He placed the charges, and started to set the timer...

"With me along with it?" Magneto said. "Are you that much like your mother?"

That made Kurt stop in his tracks. He had to destroy the device; there was no doubt in that regard. But to blow it up with Magneto still inside...it would be murder...

Murder was an unforgivable sin in the eyes of God.

Taking a deep breath, Nightcrawler set the timers for a few minutes longer than he'd initially planned; that was the best he could do.

By then, Magneto's goons had been taken care of. Slowly, the small task-force started to regroup. "Kurt," Superman asked, "did you plant the charges?"

"Ja," Nightcrawler said, "but..."

Suddenly, the door to the Rebirth chamber burst open, and Magneto, looking healthier and stronger than he'd ever been, levitated out of the chamber. Magneto gestured, and Wolverine and Iron Man were lifted, immobile, off the floor, suspended by the metal in Iron Man's suit and the adamantium in Wolverine's skeleton. Magneto gestured again, and Thor had to hold tight to Mjolnir, as it began to float away from him.

Magneto smiled, as his recruits started to recover. "Thank you, Kurt, for sparing me." he said. "Thanks to the Rebirth device, I now have the same prowess as you do, Captain." His smile turned sly. "It should be a boon to the rest of my Acolytes..."

Suddenly, the charges started to beep; they were about to go off.

"Everybody, get back!!" Cap yelled, and everyone ran for cover, as Magneto, startled, released Wolverine and Iron Man. As everyone left the lab, Superman glanced back to see that Dr. Banner had tripped. Quickly, he darted back, to help the fallen scientist...

The timers were counting down: 00:03...00:02...

Superman had just reached Dr. Banner...

...00:01...00:00...

Nick Fury was in the gunship when he felt the tremor of the C4. Stepping outside, he saw the cloud of smoke trail up from the facility.

'Looks like they did it.' Nick thought, lightly smiling, turning back to the gunship...and froze.

There, off in the distance, was the unmistakable outline of a U.S. Army tank platoon.

'Looks like Old Thunderbolt managed to get the go-ahead sooner than I thought.' Nick thought. He was going to have a hell of a time convincing Tad to hold off...and that was just assuming he didn't catch wind of Superman. All things figured, Superman was just as powerful as the Hulk, if not more; knowing Ross, good intentions aside, that fact alone was enough for him to shoot first and ask questions later.

'Come on, get out of there.' Nick thought. 'Hurry...'

After the smoke from the blast cleared, Dazzler was the first one to step back into the remnants of the lab. The Rebirth device was utterly destroyed...and there was no sign of Superman or Dr. Banner. "Kal?" Dazzler called. "Kal?!"

Suddenly, a section of fallen ceiling lifted up, revealing Superman and Dr. Banner beneath it. "We're okay, Ali." Superman said, as he tossed the section clear. "I'm sorry I worried you." At that, Dazzler smiled, giving her sweetie a quick hug.

"No!!" Magneto cried, as he gazed upon the wrecked Rebirth. "What have you done?!"

"We made sure that this device is never used for your twisted schemes, Erik." the Professor said.

Magneto's eyes narrowed in pure fury, as he levitated into the air, the metal walls rippling as he focused his power. "When I'm through with all of you," he snarled, "there won't be enough left to..!"

Superman had had enough, as he took to the air, staring Magneto right in the eye. "You said you had the abilities of a Super-Soldier, didn't you, Lensherr?" he snapped. "Good."

That statement threw Magneto. "Why do you say that?"

Superman's eyes narrowed. "Because it makes me feel much less guilty about doing this!!"

WHAM!!!!

Superman's punch echoed like a thunderclap, connecting solidly across Magneto's face, sending the empowered Master of Magnetism flying across the room, crashing through the metal wall, to land hard.

After about a minute, Magneto stumbled back into the lab, coughing from the impact. "You've had that coming for a long time, Lensherr." Superman said.

"Father!!" Quicksilver cried, rushing to Magneto's side.

"I'm...fine, Pietro." Magneto coughed. He looked to Superman. "Even the power of a super-soldier is as nothing to you..." he murmured, "...no force on this earth can match you, Kal-El..."

Quicksilver's face twisted in fury. "I can think of one thing!!" he yelled. With that, he zipped over to Dr. Banner, and, before anyone could stop him, yanked on a few wires in the collar he was wearing.

"No!!" Banner cried, before he gasped, his eyes rolling up in his head.

"Let's get out of here!!" Quicksilver shouted, as he ran towards his father, helping him escape, the other Acolytes promptly following.

Wolverine started to go after them, but Captain America stopped him. "Jim...we've got other things to worry about..."

Dr. Banner's body began to shift, his veins showing under his skin...which began to turn green. He grew, until he towered over eight feet tall, his massive muscles rippling, tearing his clothes, leaving only his pants intact. His hair went completely green, matching his skin, and his eyes were a dark green. His face contorted in a snarl, as he let out a roar that shook the room.

"HULK SMASH!!!!!"

"Gott in Himmel..." Nightcrawler murmured, as the group backed away from the raging Hulk.

"Here we go again..." Iron Man muttered.

"Professor, can you reach him telepathically?" Superman asked.

The Professor closed his eyes, concentrating...and then shook his head. "The Hulk's mind is too primitive to reach in his agitated state." he answered. "We must try to calm him down."

"It looks like that collar might be responsible for that." Cap observed.

Wolverine nodded, popping out his claws. "Leave that to me, Steve." he said. With that, he ran at the Hulk, ducking under the Hulk's swinging fist, rolling behind him, and hopping on his back, ready to slice the collar off...

...but the Hulk grabbed Wolverine just as he'd reached his neck, throwing him clear across the room. "CLAW MAN NOT HURT HULK!!!"

Drawing his hammer, Thor closed on the Hulk. "Peace, friend," he said, "we are not trying to hurt you!"

"THUNDER MAN NOT HURT HULK, EITHER!!!" the Hulk boomed, as he back-handed Thor, sending him flying.

Thor landed hard, but quickly got up. "The good doctor does not make this easy." he muttered.

"Ya think?" Wolverine said.

Captain America walked over to the Hulk. "Bruce, I know you can hear me." he said.

"HULK NOT PUNY BANNER!!!"

Cap kept calm. "We want to help you." he continued. "Please, just calm down..."

"HULK NOT CALM DOWN!!! HULK SMASH!!!!" the Hulk roared, as he swung at Captain America, who expertly somersaulted over the Hulk's fist. As the Hulk faced away from the momentum of his punch, Cap saw his chance, and threw his shield, slicing the collar...but not enough to get it off.

This only angered the Hulk further. Roaring, the Hulk charged at Captain America...but stopped as Nightcrawler 'ported in front of his face. "Excuse me, Herr Hulk," he said politely, 'porting to the Hulk's shoulder, then to the floor, 'porting fast enough so that the Hulk wouldn't catch him, "but I zhink zat zhis collar needs to come off." The Hulk roared again, swinging at Nightcrawler, who 'ported onto his back, trying to grab the collar...but the Hulk grabbed him.

"HULK SMASH BLUE THING!!!!" the Hulk roared, but before he could do so, he was blinded by one of Dazzler's flare-bombs, causing him to drop Nightcrawler, who 'ported away.

Roaring in fury, the Hulk stomped towards Dazzler. "SPARKLE-GIRL MAKE HULK ANGRY!!!!!" Quickly, Dazzler generated a light-barrier in time to block the Hulk's fist-smash...which nearly tore through her barrier. The Hulk smashed again. And again. And again, until he broke through.

The feedback from her shield breaking caused Dazzler to cry out, falling to her knees, momentarily weakened, as the Hulk raised his fists. "HULK SMASH SPARKLE-GIRL!!!!!" With that, he brought his fists down...

...and two hands caught them.

Superman glared at the Hulk, as he stopped the attack. "That's no way to treat a lady, pal." he said. "I think someone needs to put 'anger management' on their to-do list."

Roaring in rage, the Hulk pulled his fist back to punch Superman, but Superman blocked the attack, and countered with a lightning-fast punch, sending the surprised Hulk flying across the room, smashing through the wall. Superman frowned. 'No way it's that easy...'

With a loud roar, the Hulk burst back into the room. "CAPE MAN HURT HULK!!!!!" the Hulk roared. "HULK SMASH PUNY CAPE MAN!!!!!"

The Hulk charged at Superman, his footsteps shaking the earth, but Superman met the charge, digging in his heels; the Hulk pushed him back a good thirty feet, and was then stopped, as Superman held his ground. "We are trying to help you!" Superman shouted.

Roaring, the Hulk punched Superman in the chest; the impact forced Superman to take a step back, though it didn't hurt him...and then the Hulk unleashed a double axe-handle strike, slamming him straight into the ground, leaving a crater so deep, Superman couldn't be seen.

"PUNY CAPE MAN NO STOP HULK!!!!" the Hulk boomed. "HULK STRONGEST ON EARTH!!!!!"

Suddenly, the earth began to tremble, as Superman burst out of the crater, hovering in front of the Hulk, meeting his gaze calmly, looking annoyed. "Well, Hulk, that just means you have a big problem." he said. His eyes narrowed angrily.

"I'm not from Earth!!!!"

And he punctuated the sentence with a mighty punch, sending the Hulk flying once more. This time, he flew ahead of the Hulk's path, intercepting him and slamming him with an axe-handle strike, sending him to crash into the ground. The Hulk recovered in seconds, roaring in sheer fury, and leaping at Superman, catching him in his arms. "HULK CRUSH CAPE MAN LIKE BUG!!!!!!"

Superman's eyes narrowed. "Two things about bugs, Hulk." he said. "They fly." With that, he rose into the air, spinning at g-forces hundreds of times the Earth's gravity, until the Hulk was tossed ingloriously off.

"And they sting." Superman finished, as he fired a surgically precise eye-ray at the Hulk, slicing off the collar.

The Hulk roared in utter rage, swinging at Superman, who easily dodged the attack. 'This is getting me nowhere.' Superman thought. 'He just gets angrier with every attack, and stronger, too.' Then, he got an idea. 'No matter how strong he gets, his physiology is still basically human...and needs oxygen.'

As the Hulk came at him, Superman inhaled, and unleashed a powerful gust of frost-breath, covering him with thick layers of ice, leaving his head exposed. As the Hulk tried to break free, Superman darted behind him and caught his neck in a choke-hold, holding on tight.

The Hulk roared, breaking free of the ice, trying to toss Superman off, but Superman held on tight. Slowly, the Hulk began to get sluggish. "Hulk...head feel funny..."

"Professor!" Superman called. "Try him now!"

Professor Xavier concentrated. 'Bruce Banner!' he called.

The Hulk scowled. "Hulk not puny Banner!"

'I understand that, Hulk,' the Professor sent, 'but he is a part of you, as much as you are of him. Look for him, Hulk; look through your mind. Find him, and see what he's seen; we are your friends!'

Slowly, the Hulk stopped struggling, and stood up, his brain trying to process what he'd heard. The Professor smiled, as he sensed the Hulk start to connect with his other consciousness. "Superman," Xavier instructed, "let him go."

Superman nodded, and let go. The Hulk, disoriented, looked around, and stopped as he looked at Superman. "Cape Man...help Hulk-Banner..." he said softly. "Cape Man...is friend?" Superman smiled, and nodded. The Hulk looked to the others. "All...are friends?"

Cap smiled, nodding. "We just want to help."

The Professor smiled, rolling forward, as the Hulk knelt down. Xavier simply placed his hand to the Hulk's large forehead. "Go to sleep, now, Hulk."

"Okay." the Hulk said, as he closed his eyes, and fell backwards with a massive thud. Then, he slowly began to change, back into the smaller form of Bruce Banner, still out cold.

"Well," Wolverine muttered, "I sure don't want to do that, again."

"You and me both." Iron Man agreed.

Slowly, Cap picked up the snoozing scientist, lifting him over his shoulder. "We'd better get going." he said.

Superman nodded. "Let's not keep the General waiting." he agreed. With that, they headed outside, to head home.

It was later in the evening when Rogue and Remy got back to the Institute. They walked up to the main door, before stopping, turning to each other. Rogue smiled. "Ah...had a really nahce time tonight, Remy." she said softly.

Remy smiled. "Remy did, too."

Rogue managed to suppress a blush. "Ah...wouldn't mind doin' in again, sometime soon."

Remy grinned. "Remy can' tell y' 'ow glad 'e is t' 'ear dat." he said softly. He smiled slyly, and added, "But de date ain' over yet, chere."

Rogue blinked in confusion. "What do ya mean?" she inquired. Remy simply took a black silk handkerchief out of his pocket, and gently placed it over her mouth.

"Dis jus' be temporary, chere." Remy said gently. "It jus' until Remy figure out 'ow t' do de real t'ing." And with that, he softly pressed his lips to her silk-covered ones.

Rogue gasped in surprise...and then softly moaned, savoring the feeling of his lips gently suckling hers, even through the silken shield, loving this wonderful moment, one she never thought would happen, ever. And it felt so wonderful, so perfect. She never wanted it to end.

After a blissful eternity, their kiss ended, as Remy removed the cloth, gazing into her eyes. Rogue smiled, and removed Remy's shades, gazing into his intoxicating crimson-on-ebony eyes. "We have to do this again." Rogue whispered.

Remy grinned. "Den we will, chere." he said. "Remy can call y' dat, right?"

Rogue smiled flirtatiously. "Maybe."

Remy chuckled. "Dat's good enough for Remy!" he said.

Rogue smiled. "Ah wonder what everyone else has been up to."

Remy shrugged as they headed inside. "Prob'ly not'ing, chere. It's prob'ly been a quiet night."

Nick Fury was talking with Professor Xavier in his office at the Institute when Old Thunderbolt walked in.

Thaddeus Ross was around Nick's height, but of slightly stronger frame, in his late fifties, with short, white hair, a white moustache, and brown eyes, clad in his usual dark olive-green military uniform.

Nick had figured they'd evacuated the facility quick enough to give Ross the slip, but apparently, they hadn't.

Tad sighed exasperatedly, shaking his head. "Nick Fury." he said, his voice having a slight Texas accent. "Should've known."

"General Ross," Nick said, "this is Professor Charles Xavier, the Headmaster of this Institute."

Charles smiled. "It's an honor, General Ross."

Thaddeus nodded, before looking back to Nick. "Where's Banner, Fury?" he asked. "I'm only asking nice on account of we're pals. Now, I warned you about him; I said that if he ever got away, I'd very quickly take him off your hands..."

"General, Dr. Banner was kidnapped." Charles said. "A task force led by General Fury was able to rescue him, and bring him here for treatment."

General Ross arched an eyebrow. "Is that so."

Nick nodded. "There was a Hulk incident, but it was quickly contained." he admitted.

Ross frowned. "You see, Fury? I warned you..."

"Tad, I think that Xavier can actually help Banner." Nick said. "I was just talking with him about it."

Ross scoffed. "How many times have I heard that before?" he said incredulously. "Nick, I've lost track of the times Banner's said that he was on the brink of a cure for his 'condition,' but there's only one way to neutralize the Hulk."

"With respect, General, I must disagree." Charles said. "Previously, all Dr. Banner has treated was the physiological aspect of his condition. But the Hulk is more than just mutated DNA and gamma-irradiated blood; he is the physical manifestation of all the negative emotions Dr. Banner has repressed over his life, brought out by his exposure to gamma-rays. I believe that, with repeated, intensive therapy, I can reconcile Dr. Banner's consciousness with the Hulk-consciousness. Now, this will not prevent Dr. Banner from changing into the Hulk, but it should enable him to remain in control when it happens."

Thaddeus looked incredulously. "You gotta be kidding me."

"He's not." Nick said. "I think he might just be able to do it, Tad."

General Ross thought about it for a few moments...and then nodded. "He's your responsibility, Fury." he said. Then, he lightly smiled. "My daughter never fully got over that boy; she'll be thrilled to hear that he's getting help."

Charles smiled. "All's well that ends well, then."

"Maybe so," Ross agreed, "but I still have one question: how the hell did you contain him that quickly, Fury?"

Nick grinned. "Tad, you wouldn't believe me even if I told you."

Tad chuckled. "No, Nick, I probably wouldn't." he agreed. "Take care, now." He nodded to Charles, and then headed out.

Nick then turned to Xavier. "You're sure you can pull this off?"

"There are no certainties, General, but I am quite optimistic."

Nick nodded...and then frowned. "Cap told me that the kid said that he wasn't from Earth."

Charles closed his eyes. "It's true, General." he admitted. "Superman – Kal-El – is the sole survivor of the planet Krypton, which was destroyed thirty years ago. His parents sent hi to Earth as a child so that he might be spared their fate."

Nick's eyes widened. "Jesus..." he said.

Charles nodded. "His people were very much like us...or rather, we were like them, which was why they sent him here."

Nick nodded. "Well, the kid's proven his mettle, as far as I'm concerned," he said, "but Cap also said that he took a punch from the Hulk, and barely slowed down." His eyes narrowed. "That's still one damn spooky thing to think about, Xavier."

Charles looked worried. "General...I can assure you..."

"You don't have to." Nick said. "I don't think the kid's going to go rogue...but if word gets out that a super-powerful alien is flying all over the world, I can think of a few people in the government who are going to get mighty jumpy if it comes out the wrong way."

Charles nodded. "I agree...which is why I always advise caution to my students."

Nick nodded. "Well, Professor, we're just going to collect Banner and head on our way...and remember, we were never here."

Charles nodded. "I understand."

Nick turned to go...and then added, "One thing, though; tell Logan that we're even, now." With that, he headed out of Charles' office.

In the infirmary, Superman helped Cap, Iron Man and Thor move the sleeping Dr. Banner to the S.H.I.E.L.D. gunship, as the Avengers got ready to go. "Well, Cap," Superman said, "I guess we'll see you later."

Cap nodded. "Superman," he said, "about what you said to the Hulk...you're not from Earth?"

Superman's expression saddened; he'd overheard Cap talk about the Chitari aliens during the flight to the facility. "Yes." he said softly. "I'm an alien, Cap; I came from the planet Krypton, which lay in the Xerius Galaxy, over two billion light years from here."

Iron Man spoke up. "You mean, it lies in the Xerius Galaxy."

Superman shook his head. "No, Iron Man. Krypton was destroyed thirty years ago by a shift in its core, which wiped out every single member of my people; I am the Last Son of Krypton." he said. "So you don't need to worry about a Kryptonian invasion, anytime soon."

Cap lightly smiled, and placed a hand on Superman's shoulder. "Son, if you're any indication of what they were like," he said, "then it is a damn shame that we never got to meet them."

Superman smiled at the praise of his childhood hero. "Thanks, Cap."

Thor paused. "When did you say that your people passed away?" he asked.

"About thirty years ago." Superman repeated. "Why?"

Thor looked sad. "It was about thirty years ago – as those of Midgard reckon time – that all us of Asgard were summoned home by the All-Father – by Odin himself." he said. "All-Father told us that the prophetess, Volla, had told him of the passing of a great people, as great as us of Asgard, if not greater. This news was a sad reminder, both for those lost, and for us, as it was another reminder of the coming Ragnarok. Odin then ordered us to pause in our activities, and mourn their passing." He looked Superman in the eye. "Know, my friend, that on that day, when your people were lost, all those of the Aesir wept for them." He frowned. "All those, that is, save Loki, but that's hardly a surprise; the son of Laufey the Frost Giant is so cold, were I to strike him in the heart, I would break my fist!"

Superman smiled. "Thank you, Thor." he said. Turning to Cap, he added, "It's been an honor, sir."

Cap smiled. "The honor is ours, Superman." he replied. "And remember, if you ever need our help, you just get on that communicator and give us a shout."

Superman nodded. "I will."

"Take care." Iron Man said.

"May Asgard's blessing be forever upon you, my friend." Thor added, saluting.

Superman smiled. "I'll see you guys later." he said. With that, the Avengers headed into the gunship. Seconds later, the gunship took to the air, flying off.

After heading back in, Superman headed up to his room, to change into his regular clothes. He had just removed his belt when Alison, still in her uniform, peered in. "Hey." she said, lightly smiling. "I just wanted to see if you were okay."

Superman smiled. "Why wouldn't I be?"

Alison lightly blushed. "I don't know..." she said, "...it's just that, when you were fighting the Hulk, he knocked you around a bit...I just wanted to make sure you weren't hurt..."

Superman's smile grew. "I'm fine, taushi." he assured her.

Alison still looked worried. "You're sure?"

Superman chuckled, and simply removed the upper part of his uniform. "See? I'm okay." he said. "I'm not hurt."

Alison smiled, her face going rosy, as he reached out and touched his chest. "Wow..." she cooed, slowly gliding her hand over her boyfriend's flawless chest. "You don't even have a scratch..."

Clark smiled, and took her hand in his, bringing it up to kiss it lovingly, slowly drawing her closer. "You don't have anything to worry about."

Alison smiled, her lovely rosy tint intensifying. "I know." she cooed. "You're...just so powerful...and you're always in perfect control – that's how you defeated the Hulk." She smiled up at him. "It's really inspiring, Clarkie. You're inspiring."

Clark chuckled. "I wasn't always in perfect control, Ali." he admitted. "God, until I went to the North Pole, I was goofing up with my powers, left and right!"

Alison giggled, as they both sat down at the edge of Clark's bed. "Tell me about some of them." she pleaded.

Clark smiled sheepishly. "Do you remember that one time, ten years ago or so, when a truck fell out of the sky in New York?"

Alison blinked. "Yeah; it landed in our town, Gardendale. Nobody knew where it came from." she said. She suppressed a grin. "That was you??"

"Yeah." Clark said. "I kinda...well...sneezed."

Alison burst out laughing. "You sneezed??"

"I was about ten at the time, and I was really sick for about a week." Clark explained. "I didn't know it at the time, but my immune system was starting to kick it up a notch to clear all the left-over pathogens out of my body in the great-grandmother of all immune responses. Anyway, my Ma had had to take me into town with her to get some cough medicine – thankfully, nobody was in the street at the time – and we were about to get into our old pickup, when I...kinda...let a big sneeze go next to another truck."

Alison burst out laughing. "Oh, that is just so cute!!" she exclaimed.

"Yeah, well, I didn't exactly find it too funny at the time." Clark said. "Thankfully, no-one was hurt." He chuckled. "My flying ability started to kick in when I was seven." he continued. "You know that Disney movie 'George of the Jungle'?"

Alison giggled. "Yeah."

"Same thing, except without the vines. Luckily, my invulnerability was working, by then."

Alison burst out laughing, holding her sides. "I'm sorry," she gasped, "but that is just so funny! Oh my God, you are just too cute!" As she calmed, her expression became a little sad. "I wish you had told me about your powers." she said.

Clark smiled, and looped an arm around his girlfriend's shoulders. "Ali, if I've learned anything from finding out about Krypton, it's that you can't dwell on the past."

Alison smiled, nodding. "You're right." she agreed. Her smile grew, as she sweetly sat on his lap, lovingly straddling him, looping her arms around his neck. "Even though we had to be apart for five years, I'm glad...because it gave you the time to grow into the man I love." she cooed. Giggling, she gave him a peck on the cheek. "And it only makes your little goof-ups all the more adorable."

Clark smiled warmly, placing his hands on Alison's waist, holding her close. "And it gave you the time to become the intelligent, beautiful, wonderful woman that I've fallen for completely." he replied.

And he punctuated the sentence with a loving, passionate kiss, completely snaring her lips. Alison sighed blissfully, allowing herself to get lost in the kiss, her eyes closing in loving trust. After a few wonderful minutes of kissing, Clark moved back, to gaze upon his taushi. Alison's eyes were still closed, her lovely face flushed, her lips beautifully love-swollen from kissing, making them look all the more irresistible. Clark smiled, and then leaned into her, lovingly kissing the bare skin of her shoulder, trailing up to kiss the side of her throat. Slowly, his hands glided up to caress her curves, giving the most loving squeeze as his hands cupped her breasts, causing Alison to softly moan in pure pleasure. His hands lovingly caressed her curves, until they lightly brushed the bare sides of her breasts, left partially exposed by her uniform in the middle.

Alison lightly gasped. "Oh God...tausha...that feels so good..." she moaned. Encouraged, Clark resumed his caresses, tenderly gliding his hands over the exposed sides of her curves, marveling at the perfect, silky-softness of her skin.

After a few more wonderful minutes, Clark moved back, to gaze upon her, smiling as he met her sapphire gaze. "I love you, taushi." he whispered.

Alison smiled happily, her skin lightly sparkling. "I love you, too, tausha." she cooed. Smiling, Clark leaned down to her, to snare her lips again...

...when his hearing picked something up.

Clark instantly froze, which Alison instantly sensed, as she buried her head in his chest, giggling and letting out a tiny scream of frustration. "It never fails!" she laughed. "The minute I get you all to myself, something happens!"

Clark smiled apologetically. "Sorry."

Alison smiled, sweetly kissing him. "Don't be." she cooed. "It's just another reason why I love you."

Clark smiled. "I'd better get you back to your room."

Alison sweetly pouted. "All by myself?" she teased.

Clark grinned. "As much as I would love to keep you here, if Logan finds you here, he'll probably give you extra Danger Room sessions." he said. "But, maybe if I get back early enough, we could watch a movie...and maybe get in some more...'quality time'?"

Alison smiled. "Perfect!" she exclaimed. Smiling, Clark lifted his girlfriend into his arms, and darted to her room, savoring Alison's happy sigh as she enjoyed the ride. Reaching her room, he simply laid her on her bed, before giving her one more kiss, and then darting back to his room, to put the rest of his uniform back on. Superman then darted to the nearest window, opened it, and flew off, a sonic boom echoing behind him.

Deep Space

Deep in the blackness of space, far from both the Milky Way Galaxy and the Xerius Galaxy, a massive vessel glided through the endless ocean of space.

The vessel had once been the Ark of the enlightened Xenterran race...but now it served the purposes of another entity. Aboard the bridge, where the black, spindly, nano-construct remained linked to the ship's mainframe after delivering the controlling AI, a single image was shown upon the main computer screen.

The image of three circles, all linked.

It had nearly been a year since Brainiac had detected the Trans-Warp signature from earth; a year since setting a course for the planet that had given refuge to Kal-El, the last Kryptonian...who had to be destroyed, so that Brainiac could resume its task of absorbing the knowledge of all worlds...and then destroying them.

Brainiac did not share the emotions of organic beings...but it did share the sentiment of not wasting time.

The Xenterrans had been surprisingly close to achieving Trans-Warp capability...enough so that Brainiac could finish the job. Though the Ark could not be modified to achieve Trans-Warp, it had been easy for Brainiac to design a smaller Trans-Warp Drive...for a smaller vessel.

He could not risk uploading himself into the Warp Pod...so he'd opted to send something else.

Before detecting Kal-El, Brainiac had been designing other AI programs; his 'children,' as organics might say. For the most part, it had been disastrous.

The Brainiac Emulator programs Mark I through IV had been failures; they had begun "personifying," exhibiting emotional behavior, like organic beings. Once a program started displaying emotion, Brainiac promptly deleted it, recycling the nano-bots used to make up its body.

But fairly recently, he'd developed the Mark V, which had shown promise...until it began showing emotions. Instead of deleting it, however, Brainiac had decided to make use of it.

Several weeks ago, well into the development of the Mark VI, he'd sent the Mark V on to Earth, in a Trans-Warp Pod, to evaluate the planet Earth, as the last data Krypton had on the planet was utterly outdated. By his calculations, the Mark V would reach Earth in several months.

And now, the Mark VI – his greatest creation – was ready. He had finally perfected the program; a perfect, emotionless intelligence, within a swarm of nano-bots, capable of assimilating and incorporating any system they interfaced with...or, at least, any Earth system; the nano-bots were based on low-tech maintenance systems from the Kryptonian satellite he'd used to escape Krypton. They weren't robust enough to assimilate Kryptonian technology...but they would suffice.

As the final algorithms were set in place, and the objectives programmed, Brainiac transferred the Mark VI into the Warp Pod...and launched it.

Outside the ship, the Pod jettisoned away from the Ark...and then streaked away at Trans-Warp speeds. Brainiac watched it go, to complete its objective.

Destroy Kal-El.

Author's Note: I just wanted to let you all know that, tomorrow, I'm starting my new job! As a result, I may not be able to update as often as I would like. I WILL finish this story; don't worry! Thanks for understanding!

Coming Soon:

A rash of thefts shakes New York as Jean goes missing.

Could it be the work of common criminals?

Or is something that an expert of Strange phenomena can decipher?

Find out in "Strange Things," coming to your computer soon…