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.

25. Space Case

CHAPTER TWENTY-FOUR: SPACE CASE

Deep Space, April 19, 2008

The vast blackness of space was deathly silent, as always, save only for the constant radar-pulses of the S.H.I.E.L.D. Deep-Space Probe as it floated near the Red Planet. The Probe had been designed to detect incoming space-debris, comets, and meteors, but, so far, there had been none to detect...

Suddenly, an object moving at speeds hundreds of times the speed of light whooshed past the Probe, searing further into the system, almost scrambling the Probe's sensors, as it tried to send an alert to the Moon-Base...

The Trans-Warp Pod came out of Trans-Warp a few hundred thousand kilometers from Earth, letting inertia take it in, as the on-board intelligence roused from its self-diagnostic, the full systems test that its creator – fearing a defect – had ordered it to carry out. It took manual control of the Warp Pod, piloting it towards the system's third planet.

Suddenly, a free-floating piece of space debris struck the Pod, sending it off-course towards the planet's natural satellite. A purely logical, artificial intelligence could have possibly maneuvered back on course.

But the A.I. in control of the Pod was not purely logical; its emotional software – developed by chance from the nano-bots that composed its structure – was short-circuiting.

It was panicking.

The Warp-Pod crashed into the lunar surface, skidding along the craggy ground until it stopped. Slowly, a silver fluid seeped out of the Pod...before it began to coagulate, condensing into a humanoid shape. Once it had re-formed, the AI began to look around.

Mark V online. Reviewing primary directives:

Achieve landing on Class -One Planet designated Earth: failure.

Locate and observe lifeform designated Kal-El: failure.

Commence analysis of Earth technology: failure.

Broadcast completed analysis for interception by Mark VI: failure.

The little nano-assembled android's yellow eyes drooped as its emotion-software processed this data as sadness. There was only one thing left to do.

Final Directive: initiate shut-down of all systems...

Suddenly, the droid's sensors picked something up.

Alert: unknown energy signature detected.

Revising directives: commence investigation of unknown energy source.

With this new mission, the little android started to walk across the lunar surface, guided by the emotion known as curiosity.

Xavier Institute

The afternoon sun was high in the sky as Clark sat at his laptop in his room, typing away at his final assignment, his hands zooming over the keys.

After a few minutes of typing, Clark paused, to let the computer catch up with him. His second year of university was coming to an end, as was his internship at the Daily Bugle – he only had a few weeks left.

His friends were also out on spring break; after the past few weeks, they deserved a week off, Clark thought with a smile.

Clark's smile grew as he recalled that last week had been Ali's 18th birthday; he had given her a silver bracelet with the crest of the House of Lir engraved in its band.

He had also given Alison her very first flying lesson, that day; her flying ability had started to emerge, and Clark had started to teach her to fly – a task that he loved, he freely admitted; he loved sharing the undeniable joy of flight with the woman he loved more than life itself. And she was really making progress...although, on occasion, Clark had to catch her before she bumped into a wall...like he had done in the past, as a child, while learning to control his flight at home, in Smallville.

Suddenly, from where he was sitting on Clark's bed, Krypto perked up, and Clark smiled as his hearing picked up the incoming sound...seconds before his lovely taushi zipped into his room – using her newly-developed super-speed – coming to a perfect stop in his lap, her arms looped around his neck. "Hi, baby." she cooed.

Clark smiled back. "Hi." he replied.

"Can we go flying?"

Clark chuckled; ever since she had become capable of flight, Alison practically wanted to fly every other minute. "Didn't I give you a lesson, just this morning?"

"Well...yeah." Alison said. "But I wanted to practice, some more!" Her expression became a pleading pout. "Please?"

Clark laughed. "How old are you – five?" he teased. His tone became serious. "Ali, I really need to finish this paper."

Alison's expression became apologetic. "Sorry." she whispered. With that, she slid out of his lap, and stood behind him, watching as he typed. "Is that your report of your year at the Bugle?"

"Yep." Clark replied.

Alison nodded. "So," she asked with a smile, "what's next for my mild-mannered reporter-in-training?"

Chuckling, Clark replied, "Well, the third and final year of my program consists of more advanced course-work, and throughout the year, we're expected to write a lengthy paper on a current-events subject, and we're to present it at the end."

"Okay." Alison said. "So, what do you think you'll write yours on?"

"I'm not sure, yet." Clark said. "I think I might..."

But he was cut off as his belt-computer started beeping. Quickly, Clark got up, and took it out from under his regular clothes, snapping it open. His eyes went wide in astonishment at what he saw on its screen. "What's wrong?" Alison asked.

"The Fortress' scanners have detected a Trans-Warp event in this system." Clark said.

Alison's eyes went wide. "Another one?"

Clark nodded. "This time, whatever it was landed on the moon." he said. "I'd better go check it out..."

Suddenly, another sound filled his senses; Alison and Krypto both followed his gaze beyond the Institute walls, having heard the sound, as well. Clark used his X-Ray vision to look through the walls to the source of the sound...and frowned worriedly. "Or maybe not." he added, as he headed out of his room, followed by Alison and Krypto.

As Clark walked into with main hall with Ali and Krypto, Scott, Professor Xavier, and Logan were there, as well. "Professor?" Alison asked. "What's going on?"

"I'm not sure." the Professor admitted. "I had only recently received a message from General Fury..."

Logan snorted. "Wonder what old Iron-Pants wants now." he muttered.

"Well, I guess we'd better go ask him." Clark said, gesturing to the back yard. With that, they headed into the back yard.

The S.H.I.E.L.D. gunship was just touching down in the yard as the six of them stepped outside. A minute later, General Fury stepped out of the ship, walking over to them. "Professor." Fury greeted. "I'm sorry to come on such short notice, but this is something that couldn't wait."

The Professor looked worried. "I must say, General, for you to come so suddenly, it must be of grave importance."

"Oh, it is." Fury said. "Gather your team together, Xavier; they're going to need to see this."

The Professor nodded. "Scott, get the rest of the X-Men and assemble in the meeting room." he instructed. Scott nodded, and hurried back into the Institute, while the rest of them headed in, towards the meeting room.

Within minutes, the entire X-Men team, including Ororo and Logan, had gathered in the underground meeting room, where General Fury stood at the front of the room, Professor Xavier standing a few feet to his right. "What I am about to show you is classified top secret." Fury said. "Under no circumstances are you – any of you – to discuss what you are about to see with anyone outside these walls." His eyes narrowed. "Understood?"

"We understand, General." Scott replied.

Apparently satisfied with that, Fury inserted a CD into the nearby computer terminal, warming up the projector screen. "A short while ago, one of our deep-space probes detected an object heading towards Earth." he said. The screen promptly showed an image of space...before a blur darted by.

"We had to slow the data-stream down to less than a frame a second just to see it." the General continued. The screen then showed the same image...before a fair-sized pod darted by.

Clark nodded to himself. "Trans-Warp."

Fury turned to him, an eyebrow arched. "Come again?"

"Trans-Warp; it was a technology that my father developed just before Krypton was lost." Clark explained. "Essentially, Trans-Warp technology enables a vessel to move hundreds of times faster than light without all of the temporal consequences of traveling faster than light. Krypton was the only world that I knew of with Trans-Warp capability...but that's not to say that other space-faring civilizations couldn't have it."

General Fury's eyes narrowed suspiciously, before he continued. "Well, whatever this thing was, it quickly dropped back to regular speeds, before it started heading for Earth," he said, "and then it hit a bit of space-debris, and crash-landed on the moon, just out of reach of our lunar outpost...but not of our surveillance. We were able to catch one shot of our joy-rider."

The screen now showed a picture of the lunar surface; the pod had crashed into the moon, and a silver, metallic-looking fluid flowed out of the pod...before taking shape.

Clark's eyes widened in sheer astonishment...and then narrowed in sheer fury.

The fluid had condensed into a slim humanoid-shape, barely the same height as Kitty, with wide golden-yellow eyes, its face completely blank, with no mouth, nose, or facial features...

...and upon its forehead was a sigil consisting of three circles, connected in a triangular, V-shaped pattern.

Clark's fury grew to levels he hadn't thought himself capable of, as his eyes started to glow red from his barely-contained rage.

"Whoa!" Evan cried. "What's the matter, big guy?"

"Kal, take it easy!" Jean exclaimed.

Alison was instantly by his side. "Baby, what's the matter?" she asked.

Fury noticed his reaction. "You know what that is, don't you?"

Clark managed to calm enough for his eyes to stop glowing, as he growled out the answer like a swearword.

"Brainiac."

"'Brainiac'??" Scott repeated...and his eyes widened. "As in, that Brainiac? That robot who..?"

"...who betrayed Krypton." Clark answered. He glared at the screen. "He's still alive."

"How is zhat possible?" Kurt asked. "Zat robot should have been blown up vith Krypton!"

"Brainiac isn't a robot." Clark said. "He's a highly advanced Artificial Intelligence...who had complete access to Krypton's computer network. It would have been child's play for him to upload his core subroutines to a Kryptonian satellite, and then execute a series of wireless transfers until he'd uploaded himself into a satellite on the farthest edges of the Xerius Galaxy, where the blast would have been weakest...in a matter of nanoseconds."

"And now he's here." Fury finished. "What could he want?"

"I don't know." Clark admitted. "But if he's anything like he was back then, it's nothing good."

"I see." Fury said. "In that case, the reason I came here was to ask all of you if you would be able to take this 'Brainiac' thing out before it does what it's here to do."

Logan arched an eyebrow. "What do you need us for, Fury? Ain't that kind of job what you have Steve and his team for?"

"Normally, yes." Fury said. "But this is part of why this goes no further: I have reason to believe that S.H.I.E.L.D. has a spy...one who would just love to get his hands on that kind of technology. That's why almost no-one knows about that object's landing on the moon. Not only that, but the part of the moon that this ship landed in...S.H.I.E.L.D. has no jurisdiction, there."

"Why not?" Kitty asked.

Fury's eyes narrowed. "That's classified." he said sternly. "All I'm asking is for you all to get up there, grab that ship, take out this 'Brainiac,' and get out before anyone spots you."

Remy arched an eyebrow. "'Get out 'fore anyone spots us'?" he repeated. "Remy can' say 'e like de sound o' dat."

"You're making it sound like you guys aren't the only ones up there." Lance said. He paused. "You...are, right?"

"That's..."

"...classified." Scott finished. "We get it, General."

Fury arched an eyebrow. "Well?"

"I'll go." Clark said. "Brainiac betrayed my world to its death." His eyes narrowed. "I intend to make him answer for it."

Alison looked worried. "Not alone." she said. "I'm coming, too."

"And so are we." Scott added.

Jean nodded in agreement. "No way are we letting you do this, alone."

"Good." the General said. "If you'll come with me, we'll get you to the next ship heading to the moon..."

"No need." Clark said. "We can use my ship, the Argo."

The Professor blinked. "It's ready?"

"Ready enough." Clark said. "I'm still working on installing the Trans-Warp Drive, but the rest of the upgrades and repairs are complete; she's space-worthy."

General Fury's eyes narrowed. "When exactly were you going to let on that you had a working spaceship?"

Alison frowned. "No offence, General, but right now, you're not exactly the poster-child for being forthcoming."

Fury frowned at the shot...and then chuckled. "Point taken." he replied. "In that case, I'll be heading to the lunar outpost within a few hours. I'll transmit the co-ordinates where the ship crashed; that should give you a good place to start looking. Good luck." With that, he headed out.

"I'll head to the Fortress and get the Argo ready." Clark said. "I'll also pick up a few things that we can use on the moon."

Scott nodded. "We'll wait for you, here." he replied.

"Okay." Clark said. "Ali? I'll need you to come, too." With that, Clark headed out of the meeting room, followed by a still-worried Alison.

Within minutes, Clark and Alison had donned their uniforms, and were both flying north, towards the Fortress; Superman was flying at a relatively slower pace, as Dazzler couldn't quite keep pace with him, and her flight was still a bit wobbly. She hadn't quite mastered flight, yet.

As they flew, Superman remained quiet, deep in thought. Brainiac's appearance had him worried...and royally ticked.

"Tausha?" Dazzler asked. "Are you okay?"

"I will be, taushi." Superman replied.

Dazzler looked stricken. "You're upset about Brainiac." she stated.

"After what he did...he's still alive..." Superman muttered, his fists clenching ahead of him as he flew.

"Baby, I get that you're angry, and you have every right to be." Dazzler said. "I just don't want you to close yourself off because of it; we're all here to help you, in this."

Superman looked back to Dazzler; her pleading gaze said what was on her mind: 'Please don't shut me out...'

Superman smiled faintly, before he slowed to her pace, and took her hand in his. "I know, taushi." he said. "I know."

Dazzler smiled. "Okay." she cooed. With that, they continued on, towards the Fortress.

Within a few minutes, they had arrived at the Fortress, and Superman promptly deciphered the complex lock on its main door, and they both headed inside the mighty crystalline stronghold. Once inside, Superman headed into the vast main hall, where the central teleporter was, and Alison followed. "So, where's the Argo?" she asked.

"It's in the main vehicle bay." Superman said. "I just need to pick up a few things we'll need." Then, he said aloud, "Fortress: initiate Emergency Protocol, password: Kir'ton Rakar Lyr'ek."

At his command, keyed to his voice alone, a large, crystal pedestal rose up next to Superman, before it expanded, revealing a black, metallic cylinder, with several Kryptonian characters engraved in it...the characters that made up the code he needed to input. Superman's eyes flashed electric-blue, as he used his X-Ray vision to perceive the invisible holographic interface surrounding the cylinder, circling it randomly. He reached out, and touched the interface, slowly lining up the individual segments until they matched the code on the cylinder, before he tapped each character in quick succession.

Instantly, the cylinder expanded, revealing a single crystal inside...except this crystal was black. Superman promptly took it, and walked over to the teleporter pad. As he stood on the teleporter, another crystal pedestal rose up next to him, with a slot in the center, surrounded by another holographic interface.

"Clark?" Dazzler asked, as she walked over. "What's going on? What was that phrase you used?"

"It's Kryptonian." Superman replied, as he inserted the crystal into the slot, before tapping the interface, locking the crystal in place. "It means, 'When All Else Fails'." With that, he turned the crystal to the left, aligning it with the first character of the code, tapping it, and then doing the same until all the characters of the code had been matched, before tapping the interface to unlock the crystal, and then removing it.

"Emergency Protocol initiated. Locked systems now unlocked."

Superman closed his eyes. "I had never thought I would need this." he said. Then, aloud, he said, "Fortress: Armory." Instantly, a bright column of light engulfed them both, taking them away.

The teleporter deposited Superman and Dazzler deep in the lower levels of the Fortress...levels normally inaccessible, even to Superman, unless the Emergency Protocol was initiated; this level was filled with transparent crystalline pillars. "Where are we?" Dazzler asked.

"The Fortress' Armory." Superman replied. "It contains almost every weapon designed for and used by the Kryptonian Defense Force. Jor-El designed it in the event that I would be in danger and had to defend myself...but I think Brainiac showing up is close enough."

"Whoa..." Dazzler murmured, looking around. Chuckling, she added, "Well, you're right about that; now's as good a time as any to break out the big guns!"

Superman lightly smiled, before he walked to one pillar. He simply touched its side; instantly, the transparent crystal glowed blue, and retracted, revealing numerous small crystalline spheres, small enough to fit in his hand, with several spikes dotting their surface. Superman took two of the spheres, and then tapped the pillar again, closing it, before he walked back to Dazzler. "Here, Ali." he said, as he lightly pressed on one of the spheres, causing it to expand into a fairly large ring-shape – large enough to fit around her belt buckle. He then placed it on her belt buckle, where it seamlessly closed around her buckle.

Dazzler blinked in confusion. "What is it?"

"I'll tell you when the time is right, Ali; just trust me on this." Superman replied, as he expanded the other sphere and fitted it to his own belt.

Dazzler smiled. "Okay." she cooed.

Superman smiled back, before he and his taushi walked back onto the teleporter. "Fortress," he instructed, "teleport Alison directly to the Argo, and teleport me to my workshop. Once teleportation is complete, disengage Emergency Protocol." Instantly, the light engulfed them both, teleporting them out of the Armory.

Superman arrived in his workshop as expected, as the Armory automatically locked itself down, once more. After replacing the black crystal in its cylinder, Superman quickly moved to his work-bench; he'd once realized that, in the future, he and the X-Men might have to go on deep-space missions, especially now that he had the Argo...so he'd been tinkering with an atmospheric field-generator, which would eliminate the need for bulky space-suits.

After a few minor adjustments, and several tests, Superman smiled as he held the green-and-black disc-shaped object – the generator – in his hands, before he clipped it to his belt. His preparations complete, he made his way to the vehicle hangar.

The hangar was large, and mostly empty, since only two ships were inside it: the Krypton, the smaller ship that had carried him, as a child, to Earth, and the mostly-repaired Argo. Superman walked up to the Argo, and tapped his belt-computer; instantly, the ship's teleporter activated, 'porting him inside.

Inside the Argo's cockpit, Dazzler was waiting for him in the chair next to the pilot's seat. She smiled at him. "What took you?"

Superman smiled. "Oh, just last-minute preparations." he replied. "Which reminds me," he promptly tapped the generator, causing it to release a small black-green chip, "put this on your belt, Ali."

Dazzler blinked. "Okay." she said, as she took it, and clipped it to her belt. "Can you tell me what this is for?" she sweetly teased.

"Atmospheric field-generator. It will enable you to breathe safely on the moon without a space-suit." Superman replied.

"Cool!"

Superman grinned. "Ali," he quipped, "you haven't seen anything, yet." With that, he placed his hands on the control console, powering up the Argo, before he piloted it out of the Fortress, heading towards the Institute.

Shortly after Superman and Dazzler had left for the Fortress, the rest of the X-Men, as well as Krypto, had promptly suited up, as well as donned headset-communicators, and were waiting for their comrades in the back yard. "So..." Avalanche said, "...we're actually going to the moon."

"Yeah." Cyclops agreed.

"I've...never seen Clark that mad..." Shadowcat murmured softly.

"That Brainiac thing betrayed CK's whole race, K-Girl." Spyke said. "That's not the kind of thing anybody just forgets."

"Merde, Gambit sure 'ate t' be dat Brainiac when de big guy catch up t' 'im." Gambit said.

"Ah'll say." Rogue agreed. "He'll probably rip that back-stabbin' 'bot in two."

Jean lightly smiled. "I guess those zero-g training sessions will come in handy, after all." she said.

Cyclops grinned. "What did I tell you?" he quipped.

Just then, they all heard a distant whirring noise, which gradually grew louder...as the Argo, Superman's ship, descended from the clouds, to hover in front of them. Seconds later, a bright blue beam of light shone from the Argo, as Superman and Dazzler teleported outside. "Whoa..." Spyke murmured, "...that's your ship, CK?"

"Nice job on the repairs." Cyclops said.

"Thanks." Superman replied, as he held out a handful of small, green-black chips. "These are atmospheric field-generators; they'll enable you to breathe safely on the moon without a space-suit. I'll be operating them remotely, so all you guys need to do is clip one to your belts."

Promptly, each of the X-Men took one, clipping them to their belts, while Superman clipped one to Krypto's collar. "I guess we should get going." Jean said.

Nightcrawler grinned as he looked to the Argo. "Are you sure you don't vant someone...else to drive?" he asked hopefully.

Rogue chuckled. "No offence, Bro, but Ah think we kinda want ta arrive in one piece."

"Hey!"

"Let's go." Cyclops said. "We shouldn't wait any longer than we have."

Superman nodded. "The longer we wait, the more of a head start Brainiac gets." he agreed. With that, he tapped his belt-computer, and the teleporter beam transported them all inside the Argo. Once inside, the X-Men took their seats as Superman sat in the pilot's chair; as they sat down, the chairs automatically vacuum-sealed them in place, securing them. "Hold on." Superman said with a smile. "She's a little peppy." With that, he powered up the engine, and piloted the ship upwards.

The Argo shot upwards with considerable thrust; had they not been secured, they would have been pushed back into their seats, for sure. "Now I'm glad I'm not driving!" Nightcrawler exclaimed, earning a chuckle from all as the Argo broke through the clouds, heading up into space.

Undisclosed location

In the Friends of Humanity's secret base, Graydon Creed strode into the comm-center, after receiving the report he'd just read. "Are you certain of this, Doctor?"

Dr. Bolivar Trask turned to him and nodded. Trask was in his mid thirties, with short black hair, cold green eyes, and a thin black moustache, clad in the black pants and jacket that comprised the S.H.I.E.L.D. uniform. He was one of S.H.I.E.L.D.'s top geneticists and cyberneticists...making him the perfect inside man for what they were planning.

"I'm quite sure, sir." Trask replied. "General Fury's keeping this quiet, but I managed to find out about it: something has definitely landed on the moon, deep in the sector controlled by those...other freaks."

Graydon scowled. "First that winged space-freak, and now this." he muttered. "Earth already has enough 'naturally-occurring' freaks; we don't need any more coming from space!"

Trask nodded in agreement...and then looked thoughtful. "Whatever it was, sir, it was being propelled at speeds infinitely faster than light – something that physics states is impossible. I'd love to take a look at whatever technology it was using; would it be possible to notify our people on the moon to grab whatever it was while they're acquiring the mutagenic elements?"

"No." Creed said firmly. "There's too much distance between the landing site and the storage facility that the moon-freaks use in their 'rituals'. Acquiring those mutagens is the priority here; we know next-to-nothing about these moon-freaks. Getting rid of all mutant scum on the Earth is just the first step; next in our mission is reclaiming our moon, and the only way we can gain an advantage is by learning more about what they use to gain their powers." He thought for a moment. "But that kind of tech is a valuable commodity; wait until S.H.I.E.L.D. secures it, and then ask to study it."

"Of course, sir." Trask agreed. "I'll notify our people, immediately." With that, he turned, and headed out.

Graydon was left alone with his thoughts. 'These freaks are infesting our entire solar system...and it's up to us to exterminate them.'

Lunar surface

At the Argo's impressive speeds, it took only minutes for them to reach the moon. After entering the coordinates of Brainiac's landing-site into the Argo's computer, the navigational systems automatically plotted a course to the site. Before long, the site came into view. "There it is." Superman said.

"Guess he couldn't spring for First Class." Spyke quipped.

"Any sign of him?" Dazzler asked.

"Argo: initiate surface-scan of immediate area." Superman instructed. "Identify any and all thermal signatures."

Instantly, the Argo's HUD displayed a topographical map of the area where the pod had crashed; there were no heat-signatures anywhere near the crashed pod. "Looks like we'll have to track him on foot." Cyclops said.

"Argo: take us in closer to the crash-site." Superman instructed. "There, teleport us down, and then 'port that pod into the cargo-bay." At once, the ship flew in closer to the crash site, hovering over it. Getting up from the controls, Superman promptly activated his friends' atmospheric-generators, before tapping his belt-computer, activating his nano-suit, before the Argo teleported them all out onto the lunar surface.

The surface of the moon was completely barren, and mostly flat, with the occasional crater disrupting the regular flatness; ever-curious, Krypto promptly began to sniff the ground, before grunting in confusion as his nose picked up no scents whatsoever. "Wow..." Shadowcat said over her headset, "...we're actually on the surface of the moon..."

"This would be seriously cool if we weren't hunting for a murderous robot." Avalanche added.

By then, the Argo had 'ported the wrecked pod into its cargo hold. "Argo: commence analysis of vessel." Superman instructed.

"Analyzing...analysis complete. Vessel is a one-man rudimentary vehicle; it contains only a propulsion system and navigational system."

"Makes sense." Jean observed. "Since Brainiac's a robot, he doesn't need life-support."

"Analysis of Trans-Warp systems indicates 50 percent similarity to Kryptonian technology."

"Sounds like Monsieur Robot lifted a ship from someone." Gambit said.

Superman nodded. "Probably from a race on the verge of Trans-Warp, themselves; he basically filled in the gaps in their design." he agreed. "And they probably didn't give up their ship willingly."

"God," Dazzler said, "what kind of monster is he?"

Superman nodded, sharing her sentiment completely. "Argo," he instructed, "initiate cloaking field, and stand by for further instructions." At once, the Argo raised its cloaking field, completely vanishing from sight.

"Not bad." Rogue said, as she watched the Argo cloak itself.

"Guys! Over here!" Nightcrawler called. At once, everyone hurried to their friend's side, where he pointed to what he had seen.

Footprints. Not human ones; these prints had no boot-treads, but were almost oval-shaped...and were heading off to the west, across a vast lunar plain.

"This is his trail." Superman said. "He couldn't have gotten too far; we should be able to catch him."

"Everyone stay on guard." Cyclops instructed. "Let's move." With that, they headed west, in the direction of the prints.

After several minutes of walking, the prints came to an abrupt stop. "Okay..." Shadowcat said, "...where's Brainiac?"

"Somet'ing ain' right, 'ere." Gambit said.

Superman's eyes narrowed as he looked at the end of the trail; his eyes flashed electric-blue as he used his X-Ray vision. "There's a cavern below here." he said. "And it looks big..."

Suddenly, he stopped. "Sshh!" he hushed everyone. "Vibrations...in the ground..."

"Hey, don't look at me!" Avalanche whispered.

"No...too regular..." Superman whispered.

Krypto began to growl. "I feel them, too, now!" Dazzler whispered.

Suddenly, about a dozen humanoids, clad in silver space-suits and armed with high-tech-looking lances, popped up out of the ground, surrounding them. "HOLY..!!" Avalanche cried. "Moon-men!!"

"Foul Earthers!!" one space-soldier snarled over his radio. "You have been warned countless times not to trespass on our territory!"

"Hold on," Cyclops said calmly, "we're not looking for trouble..."

The soldiers didn't listen. "FOR ATTILAN!!" their leader yelled, and the soldiers attacked.

Cyclops fired an optic-blast, knocking one soldier back...who quickly got back up again. Jean then levitated the soldier, as Cyclops slammed him with a larger blast, knocking him down harder. As two soldiers closed on them, Krypto, snarling in feral rage, pounced at them, biting one's arm, before leaping off to bite the other's leg, leaving punctures in their suits. The soldiers instantly backed off, patching their suits using a kit they kept on their belts.

As two soldiers came at her, Shadowcat phased herself into the ground, before pulling their feet into the earth. They didn't stay that way, as Avalanche generated a mini-quake, popping the two of them into the air, before Nightcrawler 'ported in, grabbing their ankles, and slamming them into the ground.

After giving Gambit a quick tap to copy his powers, Rogue touched the ground, charging it, and causing it to explode, throwing up moon-dust, creating a smoke-screen to blind the three moon-men closing on them. As the armed soldiers tried to see through the dust, three glowing playing-cards floated towards them through the empty atmosphere. The soldiers looked at them in confusion...before they blew up, sending them flying, to clothesline themselves on Spyke's bone-staff. One was knocked out, but the other two were still standing, albeit a bit shaky. Spyke ducked under the swing of one moon-man, and slammed him with a high-sweep with his staff. He then rolled towards the other, and did a foot-sweep, knocking him down, where Spyke slammed him with a punch, knocking him out.

Moving at super-speed, Superman easily grabbed one soldier, and then another, before slamming them into each other, knocking them out. Turning, he saw Dazzler send one flying with a punch. Suddenly, he saw a second dart behind Dazzler, and catch her in a choke-hold with his lance; Dazzler struggled for a moment...and then smiled, before she generated a hard-light force-field behind her, and forced the soldier away from her, sending him flying. Superman smiled at her, and she smiled back, with one eyebrow arched, as if to say, 'What?'

As the X-Men regrouped, the moon-men recovered in record time, before starting to close on them, again...

"Hold!!"

The moon-soldiers immediately stopped at that command, as another space-suit-clad individual – a female, with a slender, elegant frame – walked up to them. "Fools!" she reprimanded, as she pointed to Superman. "Do you not know what this man is?" She turned to Superman. "Please, forgive our sentries, man of Krypton."

That statement caught Superman completely by surprise. "How...how do you know what I am?" he asked. "Who are you?"

"I will explain everything, shortly." the woman said. "Please, all of you, follow me." With that, she tapped a button on her belt; instantly, the ground nearby just opened, revealing an elevator that led down into the depths of the moon. The woman and the soldiers promptly got on the elevator, and Superman, the X-Men, and Krypto all followed, as the elevator began to descend at incredible speeds, the ground closing behind them. After a few minutes, the elevator slowed, nearing the bottom of the shaft, before stopping, to dock with a clear-walled tunnel, leading further into the rock. As the elevator stopped, they all stepped off, and entered a chamber that led into the tunnel; an airlock. Once the doors behind them had closed, air rushed into the chamber, until it was safe to breathe again.

The woman then tapped her belt, causing her helmet to retract, revealing her face; she seemed to be around 16, with long, light-red hair, and green eyes. She lightly smiled, putting them partially at ease. "Welcome to our home." she said.

"Where exactly are we?" Jean inquired. "Who are you?"

"Perhaps it would be best if we showed you." the woman said. "But, as for myself, I am Crystallia Amaquelin Boltagon."

"Vhoa, zhere's a mouthful!" Nightcrawler exclaimed.

"No offence, ma'am, but...any chance you got something easier to say?" Spyke asked.

Chuckling, the woman – Crystallia – said, "My friends simply call me Crystal. If you wish, you may do so, as well."

After retracting his nano-suit, Superman replied, "In that case, my name is Kal-El, and these are my friends, the X-Men." Chuckling, he knelt down to scratch Krypto's ears. "And this is Krypto." Krypto barked in agreement. Turning back to Crystal, he added, "But...how did you know I was Kryptonian?"

"I recognized your crest." Crystal said. "My people have had some knowledge of the people of Krypton for quite some time." She gestured to the tunnel. "Please, come with me; I will explain everything, shortly." With that, she – escorted by the soldiers – headed further into the tunnel, and Superman, the X-Men, and Krypto followed.

After a few minutes of walking, the tunnel came into a vast, underground cavern...where a massive, beautiful, high-tech-looking domed city lay. "Wow..." Dazzler murmured.

Crystal smiled. "This is Attilan, our home." she said, as she led them through the tunnel, and into the large dome that housed Attilan. She led them onto a transportation pad, which took off at high speeds, towards one of the large, gleaming building-spires that composed Attilan. The transport stopped in front of the building, and Crystal led them inside, into a spacious chamber; clearly, it was a reception area. "This is the Council Building, where the Council of Attilan presides over all of our people." Crystal explained. "My sister and her husband will certainly want to meet with you before convening the Council; they will certainly answer any questions you have. They should be here shortly."

Over the next few minutes, more detailed introductions were made, before the door opened, and two individuals – a man and a woman – walked in. The woman, seemingly in her mid twenties, was tall, and elegantly built, with long, red hair, reaching down to mid-thigh, and green eyes, clad in a violet bodysuit, underneath a long, slim, light blue semi-transparent gown-like garment. Her facial features were somewhat similar to Crystal's – clearly, she was Crystal's elder sister. The man, in his late twenties or early thirties, was tall, and stately-built, clad in a full black bodysuit, with white lightning-bolt patterns on the chest, and a black cowl, with white lenses concealing his eyes, and a small two-pronged white crest upon the forehead of his cowl. Then, from behind them, a large, canine-like creature walked in. Instantly, Krypto started to growl, and the creature started growling back.

The woman looked stricken. "Lockjaw, stop!"

"Krypto, heel!" Superman declared. At both commands, Krypto and the creature – Lockjaw – stopped growling. "Sorry about that." Superman said.

"It is alright." the woman said. "No harm done."

"Sister," Crystal said, "these are the X-Men; they are mutants – humans who possess abilities that most do not."

The man arched an eyebrow quizzically, while Crystal's sister nodded. "Amazing..." she murmured. She then looked to Superman, and her eyes widened in surprise; her husband's eyes also widened, but only momentarily, as he quickly regained his calm composure. "Are...are you..?" the woman asked.

"I am Kal-El, of Krypton." Superman said.

The man nodded, as did Crystal's sister. "Well met, Kal-El." the woman said. "What little we know of Krypton told us that the House of El contributed greatly to the advancement of science; it is an honor to meet you." Then, she gasped. "Oh, how rude of me! I completely forgot to introduce myself and my husband!" She gestured to herself. "My name is Medusalith Amaquelin Boltagon; my friends simply call me Medusa, just as my sister is called Crystal." She gestured to her husband, smiling. "And this is Blackagar Boltagon, the ruler of Attilan, and leader of our people; similarly, he is known as Black Bolt." The man – Black Bolt – turned to her, briefly returning her smile, before turning back to Superman and the X-Men, lightly nodding.

Superman bowed to the two, as did the X-Men. "The honor is ours, Your Majesties." Superman said. "But, please, tell us, how do you know of Krypton?"

"And, with all due respect," Cyclops added, "who exactly are all of you?"

Medusa looked to Black Bolt, who simply nodded. "Those questions have part of the same answer." Medusa said. "Approximately 1000 years ago, an alien race came to Earth; they were known as the Kree."

Superman's eyes widened. "The Kree??" he exclaimed.

Medusa nodded. "I am sure that you need no explanations about them, Kal-El." she said. "The Kree saw, in humanity, the potential for a race of superhuman shock-troops, to use against their mortal enemies, the Skrulls...and, in time, against the people of Krypton." She lowered her gaze. "Over five centuries, the Kree experimented on a group of humans, until those humans – our ancestors – rebelled, and drove their former masters away. It was at the exact same time that a Skrull task force passed through this system, for reasons that we still do not know; all we know is that the Kree and Skrulls fought in space after our ancestors drove them out. The space-battle depleted the Kree's resources considerably, though there was still the threat that they would regroup and attack our ancestors, again...until a stray Kryptonian ship happened onto the battlefield."

"Kon-Lir's Speeder." Superman said.

Medusa nodded. "As great as their hatred was of each other, their hatred of your people, Kal-El, was greater still."she continued. "They ceased their battle to attack the lone ship, and managed to disable it, sending it crashing to Earth...though not before that ship inflicted a great deal of damage to both sides; because of that, the Kree and Skrulls had no choice but to withdraw." Medusa smiled. "Our ancestors then built Attilan from the remnants of the Kree outposts on Earth, and called themselves the Inhumans, to forever remember what our ancestors had endured and survived, and in the records of our former oppressors, we learned of the Kree's enemy...and our inadvertent saviors."

"So that's what happened..." Dazzler murmured.

Crystal nodded. "That legend is well-known by all of our people." she said. "Once, Attilan was located upon the Earth, but we had to relocate it here, recently, as long-term exposure to Earth pollution was hazardous to us."

"But, please, tell us: what brings you here?" Medusa inquired.

Cyclops looked grim. "We're sorry to tell you this, Your Majesty," he said, "but we're afraid that your people are in terrible danger."

Black Bolt's jaw clenched grimly, as Medusa's eyes widened. "From what?" she asked.

Superman's eyes narrowed. "From the betrayer of Krypton." he said. "Brainiac."

"Who is this 'Brainiac'?" Crystal asked.

"The Brain Inter-Active Construct." Superman answered. "He is an Artificial Intelligence, initially developed by my father, Jor-El, to aid Krypton's ruling Council of Twelve in most matters. About thirty years ago, my father tried to warn the Council of a growing instability in Krypton's core; he told them that the planet was going to explode. The Council asked Brainiac to verify these findings...and Brainiac said that my father was wrong."

His eyes closed. "But Brainiac lied." he continued. "Because of that, Krypton – and all its people – were destroyed. The only reason I survived was because Jor-El managed to send me to Earth in an experimental Trans-Warp ship."

Black Bolt's eyes went wide, and Medusa's expression became one of utter horror. "This...this is terrible..." she stammered. "I am so sorry..."

"Brainiac is here." Superman continued. "He landed on the moon shortly ago, and we tracked him to your elevator."

"Our sensors had detected a small intrusion in the elevator, shortly ago." Crystal said. "Because of its size, and that it quickly vanished, we had dismissed it..."

Black Bolt's jaw set firmly, as he quickly made a series of gestures to Medusa, who nodded in agreement, and then he headed out of the room. Medusa looked mildly stricken. "Please, forgive my husband." she said. "He meant no offence; he merely went to summon the Council – this matter must be addressed quickly."

"No offence taken, Your Majesty." Cyclops replied.

"He's...kinda quiet, isn't he?" Shadowcat murmured.

Medusa smiled wistfully. "My husband is silent out of necessity, I am afraid." she said. "You see, all of our people are born with physical prowess above most humans...but, later in life, most undergo the sacred ritual of Terrigenesis."

"'Terrigenesis'?" Jean asked.

"The young Inhuman is exposed to the Terrigen Mists, generated by the sacred Terrigen Crystals." Crystal explained. "The Mists grant special abilities to the Inhuman on exposure; for example, when I was exposed, I gained the ability to manipulate the four classical elements: earth, air, fire, and water."

Medusa nodded. "And I gained the ability to manipulate my hair, much as a third arm." she added; to emphasize her point, Medusa's hair started to lengthen, snaking over to a nearby table, where it twined around a tea-kettle, and poured a cup-ful, before it grasped the cup, and retracted back to Medusa, who took it, and sipped it.

Crystal then knelt to Lockjaw. "Unfortunately, Terrigenesis can produce...unkind results." she said. "Our dear friend Lockjaw, after exposure, gained the ability to teleport himself and anyone else to any location he desires...but he became the being you see, today."

Medusa nodded sadly. "As for my husband, the Mists gave him incredible power in his voice." she said. "With even the tiniest whisper, Black Bolt can unleash the equivalent quasi-sonic force of a thermonuclear detonation. It was with a whisper that he relocated Attilan to the moon, when the pollution of Earth became hazardous to our people." She sighed. "It is for that reason that my husband does not speak; for many years, he was isolated due to the sheer amount of power he wielded. He communicates through a sign language that he developed himself, during his years of isolation, one that only he and I understand – in matters of state, I am his interpreter."

"How exactly do your people survive, up here?" Shadowcat asked.

"We grow crops in the lunar soil within the outskirts of Attilan's dome, nourishing them by means of irrigation and artificial sunlight." Medusa answered. "We managed to take enough fresh water with us for our needs, and we recycle what we have by means of a water recycling system we developed, much like how water is naturally recycled on Earth."

"Artificial rain." Dazzler observed.

Medusa nodded. "And in the event that we are ever in short supply, we trade for what we need through S.H.I.E.L.D. Beyond that, we have a simple agreement with S.H.I.E.L.D.: we leave them alone, and they leave us alone."

"Sounds lahke we just found what Iron Pants said was 'classified'." Rogue said.

"Sounds like it." Superman agreed. Noting Medusa's mildly confused expression, he elaborated, "Brainiac's landing was also detected by General Fury. Due to our relative familiarity with these issues, and the fact that investigating it himself would undoubtedly violate whatever treaty you had with S.H.I.E.L.D., we volunteered to investigate."

"A wise decision." Medusa agreed. "But come; the Council is assembling, and you must fully explain this matter to the Council. Please, follow me." With that, Medusa, Crystal, and Lockjaw headed out of the greeting room, and Superman and the X-Men followed them.

Medusa led them down a long corridor, and stopped in front of an impressive door. "This leads into the Council Chamber." she explained. "When it opens, enter, and we will introduce you; after that, make your case to the Council. Good luck." With that, she, her sister, and Lockjaw headed further down the corridor. A few minutes later, the doors slowly opened, and they headed inside.

The Council Chamber was incredibly vast; it partially resembled a stadium, with seats encircling the entire structure, with them on the ground floor. The seats were filled with countless humanoid creatures; the Inhuman people. And, on a high bench, sat Black Bolt, Medusa, Crystal, and one or two other Inhumans; one was a tall, lean, fish-like humanoid, and the other was a slightly shorter, more human-looking individual, his face heavily tattooed.

As they walked in, Black Bolt raised his hands, silencing the Inhumans. Once silence filled the air, he quickly made a series of gestures. Medusa promptly translated: "Lord Black Bolt wishes to inform you, my brothers and sisters, that today, we have visitors from Earth, bearing grave news. He asks that you listen to them." A soft murmur came up from the crowd, and Medusa spoke again. "We would like to introduce the X-Men, of Earth, and Kal-El, of Krypton."

A silence fell over the crowd at the utterance of "Krypton." "Gambit t'ink dat she said de magic word." Gambit quipped.

"Okay, Kal," Cyclops said, "you're the expert on Brainiac." He gestured to the Council.

Nodding, Superman stepped forward, and took a deep breath. "People of Attilan, and honored members of the Council," he began, "a short while ago, an object, traveling at Trans-Warp, crashed into your territory. This object was, in fact, a vessel...carrying the artificial life-form, Brainiac, who betrayed Krypton to its destruction. We are here to find Brainiac, and stop whatever vile schemes he intends to carry out."

The crowd started to murmur, as the fish-like member of the Council stood up. "We are grateful for your concern for our welfare, and we weep for your people, Kal-El," he said, "but, truthfully, I think that we should be able to deal with one robot..."

"I am afraid that you are mistaken, honored Councilman." Superman replied. "Brainiac merely inhabits a robotic body; Brainiac is an Artificial Intelligence, of a degree of sophistication that neither you or anyone on Earth has encountered, before. If he gains access to a computer terminal, he can easily upload himself into your computer system."

The tattooed member spoke up. "Surely, our electronic countermeasures can deal with such an attack..." he reasoned.

"Not against Brainiac." Superman insisted. "He isn't a virus, a subversive program, or even a hacker; he is an electronic intelligence, programmed to adapt, improvise, and learn. He will counter every anti-virus, tear through every firewall, until he has completely infiltrated your system...and then, all he has to do is turn off your life-support."

There was a few moments of silence at that. Finally, Crystal spoke. "What can we do?"

"Brainiac can do the most damage if your system is networked." Superman answered. "It would be advisable if you isolate every one of your systems; cut all hard lines, close all inter-system links, make sure no data can be transferred from one system to another. That will limit Brainiac's access to your systems."

"Preposterous!!" the amphibious Inhuman declared. "That will cripple Attilan! We'll be defenseless!!"

"Councilman Triton," Medusa said, "surely, we must take this threat seriously; if our visitors are correct, this 'Brainiac' is undoubtedly the greatest threat we have ever encountered, and measures must be taken..."

"How do we know if these Earth-dwellers can be trusted?" Triton said. "How can we be sure that this 'Brainiac' is a real threat, and not a ruse by the Earth-dwellers to gain access to our secrets?"

"Our sensors did pick up an impact, several hours ago, Triton." the tattooed Councilman mused. "It could have been the craft they spoke of."

Black Bolt then raised his hands, wordlessly asking for silence, before he made another series of gestures. "Lord Black Bolt wishes to know what must be done to locate this 'Brainiac'." Medusa translated.

"If his access to your systems is limited, Brainiac will have no choice but to try to access your systems one at a time." Superman said. "To do that, he will have to access each system-terminal directly, meaning he will have to move around Attilan on foot."

"We think that, if we work together, we can catch him." Cyclops added. "If we split into teams, and patrol each terminal, we should be able to catch him at one terminal."

"A good plan." Medusa said, and Black Bolt nodded. "I propose that Attilan security forces aid the X-Men as they patrol each terminal."

"Perhaps that would be best." Triton agreed reluctantly. "Lord Black Bolt?"

Black Bolt nodded, once more, before making another series of gestures, and Medusa translated. "My Lord suggests that Councilman Karnak supervise the isolation of our systems, and that he begin immediately."

"Of course, my Lord." the tattooed Councilman – Karnak – said.

Black Bolt gestured, again. "My Lord suggests that our security forces confer with the X-Men, to fully plan these patrols." Medusa said.

"We agree." Cyclops said. "We'll start patrols immediately."

Black Bolt nodded, before gesturing again, as Medusa translated for him. "Lord Black Bolt states that all citizens of Attilan should remain in their homes until this crisis is over. For now, Council is adjourned." Black Bolt nodded, and with that, the Council of Attilan began to adjourn, as Superman and the X-Men headed out of the Chamber, to confer with Attilan security.

S.H.I.E.L.D. Lunar Outpost Epsilon

Inside the secret lunar base, where S.H.I.E.L.D. kept an eye out for extraterrestrial threats to Earth security, a single agent sat in his quarters, reading a newspaper, when his personal communication terminal switched on, broadcasting on a secure channel. "Report, soldier."

At once, the agent snapped to a salute. "Dr. Trask, sir!"

"Is the operation almost ready?" Dr. Trask demanded.

The agent smiled, nodding. "We're just about ready to go, sir." he answered. His smile grew. "Not only that, but our sensors indicate that Attilan's systems are powering down; we should be able to sneak in without incident."

"Excellent." Trask said. "As soon as you acquire the crystals, return to base and send them to Earth; our people will be waiting for them. And, if possible, acquire the object that crashed into the moon, recently."

"Understood, sir." the agent said. "We'll have what the Friends of Humanity need, soon." At a nod from Trask, the agent ended the transmission. Alone again, the agent gathered his gear, and left his quarters, to join the rest of the F.O.H. operatives working clandestine at the lunar base; they were scheduled for a space-walk recon mission...which was the perfect cover to sneak into Attilan territory – now blind to their activities – and acquire those crystals.

Soon, their plan to drive all muties off of the Earth would begin.

East Agricultural Sector, Attilan

It didn't take too long for the A.I. to gain access to the underground city; with its nano-bot body, it had been easy to liquefy and pour through the cracks in the underground elevator. After that, all it had needed to do was enter the ventilation ducts in the tunnels and flow down the ducts into the city.

It had exited the ducts into a sort of food-growing sector, with irrigation systems and farming equipment, and the rest of the impressive city in the background.

For a moment, the A.I. stopped, looking upon the impressive city; it was what organics would call a 'beautiful sight,' though not quite as beautiful as what the Mark V imagined the cities of Krypton looked like...

Instantly, the Mark V's internal failsafe kicked in; its creator had, for reasons unknown, established a programming block that suppressed all knowledge of Krypton – he possessed the same knowledge of the planet that his creator did, but every time he tried to access it, the block activated. The creator did not want him to know about Krypton's existence.

His past thoughts caused the Mark V to pause; he had started to think of himself as a "him," as an individual. He was personifying.

Just as the defective Marks I-IV had.

The Mark V felt the emotion of sadness, once more. He was defective; the creator had been right to order him to shut down once all other directives were complete.

By all rights, he should shut himself down, right now...

...but he still felt this curiosity. He wanted to know more about this place; it made no difference if he shut down now or several hours from now.

Spying a computer terminal, the Mark V hurried over to it; reaching for the access port, his arm began to shift, as it flowed into the terminal, his nano-bots linking with the system, as his consciousness, his very mind accessed the system. He was linked to the irrigation system; at once, he tried to access the main database...

...but he couldn't; this system was isolated from all others. Feeling another twinge of sadness, the Mark V started to detach from the system.

Suddenly, his wireless communication system picked up a transmission. "Kal, we've got a hit! We've detected him in the eastern agricultural sector!"

"Kitty, you and Lance are the closest; you two try and track him – the rest of us will box him in!"

The inhabitants of this place were looking for him. But, how could they have known..?

Kal-El!!!

Kal-El was here! Fear started to scramble the Mark V's circuits, as his directives automatically came up.

Directive: locate and observe lifeform designated Kal-El.

Sub-directive: avoid direct contact with lifeform designated Kal-El.

Kal-El wanted to destroy the creator...and he would destroy him, as well.

But why? Why did Kal-El wish to destroy the creator? It had to have something to do with the files about Krypton...

As the programming block snapped up again, the Mark V realized that he had no choice but to hide. Quickly, he disconnected from the system, and ran away, as fast as his metal legs would carry him.

As soon as Brainiac had been detected, Shadowcat, Avalanche, and two Attilan soldiers had hurried to the agricultural sector. Before long, they had reached the terminal that Brainiac had been trying to access. "He couldn't have gone far." Avalanche said.

One guard gestured to a tunnel leading down into Attilan's lower levels. "He must have gone in there!"

"Let's go!" Shadowcat exclaimed. At that, the four of them hurried into the tunnel, into the inky darkness of the lower levels.

Suddenly, ahead of them, Shadowcat saw a flash of silver metal, before it turned a corner. "There he is!"

"That turn doubles back this way; if we turn around, we can intercept him!" one guard said.

"No time!" Avalanche said. "Kit, go for it!" Shadowcat promptly nodded, and turned to the wall, before sprinting towards it, and phasing through it.

Her momentum carried her through the wall, to tackle into the fleeing mechanoid as she emerged, knocking them both to the ground. Brainiac was sent sprawling, but Shadowcat rolled back to her feet, her fists up. "Okay, you computerized creep, let's go!!" she shouted. She was ready for whatever Brainiac threw at her...

...but Brainiac didn't attack; he merely pulled his spindly knees close to his frail-looking metal chest, his oval-shaped, flat metal feet still, his spindly metal arms around his legs. "In-Initializing vocal software..." came a soft, metallic whimper. "Analyzing vocal pattern and cross-referencing...done; language of use is English." His next response was even softer. "P-Please don't hurt me..."

Slowly, Shadowcat lowered her guard, as she got a good look at him; all things figured, he was even shorter than her, with an oval-shaped head, bright glowing-yellow eyes, a speaker where his mouth should have been, and the three-circle-sigil on his forehead. "Brainiac?" Shadowcat asked.

The little mechanoid shook his head in negation. "Negative; Mark V unit was created by Brain Inter-Active Construct several earth-months ago."

"Brainiac...made you?" Shadowcat asked. The little mech nodded. "Why did you come here?"

Just then, Avalanche and the two guards rushed in. "Kitty, are you okay?" Avalanche exclaimed. He glared at the mech, readying a quake. "Say your prayers, you..!"

"Lance, wait!! This isn't Brainiac!" Shadowcat cried. "I don't think he's trying to hurt us!"

At that, Avalanche stopped his quake, as the guards lowered their weapons. "What?" Avalanche said, confused.

"Brainiac created him." Shadowcat explained. "I don't know why he's here, but I don't think he wants to hurt us."

Slowly, Avalanche nodded...and then grimaced. "Good luck trying to convince Big Blue."

Kitty sighed. "Yeah; he'll be a hard sell." she agreed. "Well, no sense putting it off." She smiled at the little mech, and extended her hand. "Let's go, little guy." she said. The little mechanoid blinked...before taking her hand in his cold metal one, and stood up, letting her lead him out of the tunnel, followed by Avalanche and the guards.

As they emerged from the tunnel, the others were there to meet them...with Superman at the head. His eyes narrowed as he saw the little mech, and started to glow red. "Traitor..." he growled, before his voice grew to a roar. "TRAITOR!!!"

"Kal, wait!" Shadowcat exclaimed, as the mech hid behind her. "This isn't Brainiac!"

"Whatever lie it was that he told you, Kitty, it was exactly that: a lie!!" Superman shouted. "Now, get out of the way! Brainiac has this coming!!!"

"No..." the mech whimpered. "Not Brainiac..."

"Stop it, okay?! Just STOP it!!" Superman exploded. "You're not fooling anyone!! I know what you are, Brainiac!! I know what you've done!!!"

"Kal, stop!!" Kitty cried. "Look at him, will you? Just look at him!" She gestured to the little mech, who was quivering in terror. "You told us all about Brainiac on the way up here, remember? You said that Brainiac was pure, logical, emotionless intelligence. Look at this little guy, Kal; he's scared to death."

Superman paused, considering that...before shaking his head. "Brainiac is programmed for cunning, Kitty; he's completely ruthless – programmed to survive! He's faking!"

"Kal," Dazzler said gently, "you also told us that, back on Krypton, Brainiac despised emotion; that he would rather delete himself than experience emotion for even a nanosecond. The Brainiac you told us about would have preferred your eye-rays to quivering in fear."

Superman paused, as he thought about that. "This isn't Brainiac, Kal." Shadowcat said. "Brainiac created this little guy, several months ago."

Superman's eyes stopped glowing, but they did not lose their glare. "If that's true, then his Base Program Code should reflect that."

"His vat??" Nightcrawler asked.

"His Base Program Code; every Kryptonian program – from the lowliest subroutine, to the most advanced AI – has one; it's like an electronic fingerprint, and it can show a number of things...such as creation date. It cannot be altered, and it cannot be forged; if this AI was created several months ago, his Code should show it." He looked to the little mech. "Listen to me, now, for this is your one chance to save yourself; you will show us your Base Program Code, right now. If you refuse, I'll know you're lying."

The little mech slowly stepped forward, and extended his left hand; his palm promptly shifted, forming a data-port. Superman promptly unclipped his belt-computer, and linked it to the mech's palm. "No tricks." he warned, before he tapped his computer, bringing up the Code.

Instantly, the computer showed a holographic projection of an incredibly complex code, consisting of countless Kryptonian characters. Superman studied the Code for several minutes...and then his eyes widened. "It's true..." he murmured. "You're not Brainiac." He looked at the little mech warily. "What is your designation?"

"Brainiac Emulator unit, Mark V." the mech answered promptly.

"Mark V??" Spyke asked. "What happened to Marks I to IV?"

"Emulator programs I through IV were deleted in experimental phase, due to program defects."

"What kind of 'defects'?" Shadowcat asked.

"Early programs had shown evidence of personification." the Mark V answered. "Programs exhibited emotional behavior...prompting deletion."

"They were starting to become sentient." Superman said. His voice hardened. "And he destroyed them."

"Mark V unit was under suspicion of personification defect; unit had engaged in self-diagnostic during Trans-Warp flight." the Mark V concluded. "Suspicion proved valid; Mark V unit has shown early evidence of personification – unit is defective. Unit was unable to complete mission."

"What mission?" Superman asked. "State directives."

"Directives are as follows: commence landing on Class-One planet designated Earth; locate and observe lifeform designated Kal-El; commence analysis of Earth technology; broadcast completed analysis for interception by Brainiac Emulator unit Mark VI." the Mark V answered. "Final directive, to be commenced upon completion or failure of all other directives: initiate shut-down of all systems."

Everyone was silent for a moment as they considered everything they'd heard. "God..." Jean murmured, "...this was a suicide mission; Brainiac sent him here to die..."

"Query: initially, Kal-El referred to Mark V as 'traitor'." the Mark V said. "Unable to determine cause for said referral. Please clarify."

Superman looked pained. "Do you know...what Brainiac did to Krypton?"

"Unable to answer: all data regarding current state of Krypton is restricted."

Superman sighed. "Brace yourself." he said softly, as he tapped a few keys on his computer, still linked to the little mech, accessing the block that prevented the mech from accessing those files...and deleting it.

"Accessing..." the Mark V began...before his yellow eyes widened in utter horror. "He...the creator...Brainiac...he...he..." The Mark V could go no further, before he put his hands to his metal head, curling into a ball-shape. "No...no...it cannot be true..."

"It is." Superman said sadly. "He betrayed Krypton."

Suddenly, two new Attilan guards rushed up to them. "Lord Black Bolt has summoned the Council for an emergency meeting! Please, come with us!" one guard said. Confused, Superman, the X-Men, Krypto, and the Mark V followed the guards to the Council Building.

Council Chamber, Attilan

By the time Superman, the X-Men, Krypto, and the Mark V reached the Council Chamber, the Council was already in session. Councilman Triton was currently speaking. "You see, my brothers? It is as I warned you!" he declared. He glared at Superman and the X-Men. "Our very way of life is now threatened because we listened to them! And look: they bring that murderous machine here!!"

"Councilman, we were mistaken." Superman replied. "This is not Brainiac; he means no harm."

"But, please, tell us; what has happened?" Cyclops asked.

"A short time ago, while all of us were searching for 'Brainiac,'" Medusa said softly, "a group of humans – undoubtedly S.H.I.E.L.D. operatives – infiltrated the storage facility for the Terrigen Crystals and stole them." She lowered her eyes. "I never thought that General Fury would betray us so..."

"Whoa, hold on, Your Highness!" Shadowcat exclaimed. "General Fury might be a bit of a jerk, but he wouldn't do something like this!"

"Earth-bound lies!!" Triton snarled. "We were foolish to trust them! This was Fury's plan from the beginning!"

Superman then looked to Black Bolt, whose expression was neutral, considering all that he was hearing. "Lord Black Bolt," he began, "there was another reason that General Fury asked us to come here."

Black Bolt's expression hardened at that. Triton promptly took advantage of the statement: "You see?! He admits it!!"

At once, Black Bolt snapped his fingers at Triton, cutting off his tirade before it started. He then looked to Superman expectantly, waiting for him to finish. "The reason that the General asked us to come was that he did not trust his people in the lunar base." Superman finished. "He had suspected that there was a clandestine organization operating within S.H.I.E.L.D., so he asked us to investigate, instead. This organization must be the ones responsible for stealing the Crystals, my Lord; even with his faults, General Fury is an honorable man – he would not do this, nor would he allow anyone under his command to commit such a crime. I do not believe that he is guilty, my Lord."

Black Bolt's expression was thoughtful...before it hardened, as he made a series of gestures. "My Lord wishes to believe you, Kal-El, but he must also believe what he sees." Medusa translated. "At present, the most likely explanation is that S.H.I.E.L.D. is responsible; if there is another party at work, then prove it." Black Bolt gestured again, and Medusa looked regretful. "My Lord states that we will retaliate against S.H.I.E.L.D. in one hour; if you wish to investigate the matter, you must do so within that time. The Terrigen Crystals must be recovered at all costs; we can wait no longer than an hour."

Superman nodded respectfully, and then turned to his friends. "Okay, guys; any ideas?"

"If that clandestine organization did this, we're going to have to catch 'em in the act." Dazzler said.

"If they took the Crystals, then they'll be trying to transport them off the moon as quickly as possible." Jean said.

"We'll have to stop the transport shuttle they're using." Cyclops agreed.

"Okay, then; how will we know which one?" Spyke asked.

"I can help."

That soft, metallic voice caused everyone to turn to the Mark V, who actually looked a bit nervous. "If a transport shuttle is being used, it is possible to identify the crew using it, and cross-reference with any recent space-walks." he said.

"But...that would mean that you'd have to get into the lunar base." Shadowcat said.

"The Mark V unit was initially designed for stealth operations and infiltration." the Mark V said. His tone turned remorseful. "The creator's actions caused the destruction of Krypton; that places a heavy burden upon him and all of his creations. Please, allow the Mark V unit...allow me to help; I caused this – let me help fix it."

Superman looked to Cyclops, who nodded. Turning back to the Mark V, he said, "Okay. If we can get you into the base, can you identify which shuttle has the Crystals?"

"Affirmative."

"Okay." Cyclops said. "Once we know which shuttle it is, we'll have to get into the base ourselves and catch these guys red-handed."

"Hol' de phone." Gambit said. "What's t' stop dese guys from jus' loadin' up de shuttle an' 'eadin' for de 'ills?"

Superman smiled. "I think Ali and I can keep the shuttle-crew busy outside."

Dazzler arched an eyebrow, smiling. "Does this have anything to do with these crystal gizmos on our belts?"

"You'll see, taushi. You'll see."

"We should definitely get Fury on the horn." Avalanche said. "We'll need his word to prove that these guys were operating without his say-so."

"I can radio the Argo; with it, I should be able to raise the General remotely on its comm-system." Superman said.

"One problem." Rogue said. "How are we gonna get this Brainy-bot into the lunar base?"

Superman smiled. "I think I have an idea." he said. Turning to the Council, he asked, "Lord Black Bolt?" Black Bolt turned to him, an eyebrow arched quizzically. "We have a plan to expose the real criminals," Superman continued, "but we just need a little help..."

S.H.I.E.L.D. Lunar Outpost Epsilon

Deep within the lunar outpost, a single guard on patrol passed through an empty steel corridor. Pausing, he scanned up the corridor and down it. Finding nothing, he moved on.

Seconds later, once the guard was gone, a bright flash of light filled the corridor, as the Inhuman Lockjaw teleported in, with the Mark V.

"Thank you, Inhuman-designate Lockjaw." the Mark V said. "I will proceed with my objective; please rendezvous with the others according to plan." At that, Lockjaw promptly barked, before teleporting away.

'I will proceed...my objective...' Those thoughts echoed across the Mark V's main processor; the defect was clearly getting worse...but...Kal-El and his comrades – his friends – did not see it as a defect...

Shaking his head, the Mark V focused on his new mission; he could sort out these thoughts later. At once, he assumed liquid-state, before he slid up the wall, into a ventilation duct. Inside the duct, the Mark V activated his sensors, scanning for the nearest electromagnetic signature – the nearest computer terminal – before sliding through the duct towards it.

Within minutes, the Mark V had reached another grate directly above the EM signature; there were no infrared signatures – no humans – so it was safe. He extended a single silver-metal tendril, reaching down through the grate, and linked with the computer.

It was only a simple Personal Computer, not linked to the main database...but it did contain a map of the outpost. The Mark V promptly downloaded a copy of the map into his memory banks, before disconnecting from the PC, and sliding further down the duct, heading towards the main operations center.

Within minutes, the Mark V had reached the grate overlooking the main operations center...which was crawling with S.H.I.E.L.D. operatives; there was no way to get in without being seen. He had to get them out...

Suddenly, the Mark V spotted an emergency fire-suppression system...and got an idea. Slowly, he extended a metal tendril through the grate, trailing it up across the ceiling, unseen by the humans, until it reached the sprinkler, where it linked with the control box, and triggered the system.

Instantly, the sprinklers activated, dousing every single agent in the center. The humans all shouted in anger, before hurrying out of the center, muttering and cursing, leaving the center empty.

Slowly, the Mark V emerged from the grate, pouring down onto the ground, before assuming solid, humanoid form. He then moved to a computer terminal, and linked with it.

Instantly, the duty-roster of the entire outpost came up. The Mark V started to look through it; there had to have been a space-walk through Attilan territory, recently...there!

There had been a space-walk into Attilan territory – something that no S.H.I.E.L.D. agent would do – only a few hours ago. The Mark V promptly brought up the shuttle schedule; the same group that had done the space-walk was scheduled to take a shuttle to Earth...with several hundred pounds of "mineral samples."

At once, the Mark V activated his communicator, promptly uploading the data to Kal-El's computer. "There was a space-walk into Attilan territory; the guilty ones are taking a shuttle to Earth on Landing Pad Five. They are supposed to leave in less than ten minutes."

"Thank you, Mark V." came Kal-El's reply. "We'll commence with the plan; get to the loading dock as soon as you can to assist the others."

"Affirmative." the Mark V replied, before ending the transmission. He then resumed liquid-form, and re-entered the ventilation duct, and headed for the loading dock as fast as he could.

He did not know what he truly was, now – machine or sentient – but he did know that the others – his friends – needed help.

Superman, the X-Men and Krypto were waiting at the airlock leading to the elevator to the lunar surface with Black Bolt and Medusa when Lockjaw 'ported back. "Okay, guys; the guilty shuttle is leaving from Landing Pad Five." Superman said.

Cyclops nodded. "We'll just slip in and get proof that they stole the Crystals, while you and Dazzler make sure that shuttle doesn't take off."

"We wish we could assist you," Medusa said, "but if you are mistaken, we must be prepared to take the appropriate measures." Black Bolt nodded in agreement.

"We understand." Jean said. "We'll get the Crystals back for you."

"Not alone."

At that voice, the entire group turned to see Crystal walk up. "Sister," Medusa warned, "your place is here..."

"Sister, these people risked their lives to help us, and now, they plan to do so again." Crystal countered. "I'm not willing to sit by and let them go alone."

Medusa looked stricken, and Black Bolt's eyes narrowed...but he nodded in agreement. Crystal smiled, before turning to Superman and the X-Men. "What can I do?"

"Superman and Dazzler will be disabling the shuttle from outside while the rest of us sneak in to catch these guys red-handed." Cyclops said. "If you want to help, we can sure use you in getting in there." At that, Crystal nodded in agreement.

Superman then turned to Dazzler. "Okay, Ali; just grasp the crystal device on your belt at the top and bottom." he instructed. "Pull both parts out, and then push them back again." Dazzler nodded, and then did so, and Superman did the same with the crystal device on his belt.

The very instant they had done so, the crystals began to glow...and then began to grow. The crystals expanded, coating their belts, before spreading over the rest of their bodies. In seconds, they were both wearing full, sleek, white crystalline armored bodysuits, covering them from their necks down. Seconds later, the crystals grew to cover their faces, forming crystalline helmets, with three sleek fins – one in the middle of the helmet, and one on each side – extending back over their heads, their faces hidden by white-blue visors; within the helmet, Superman could now see a Heads-Up Display on his visor, similar to that of his nano-suit.

"Whoa!!" Dazzler exclaimed, her voice taking on a metallic tone through the helmet. She looked at her hands, now in crystalline gloves. "What are these?"

Superman chuckled. "They're Silent Wrath-Class Battlesuits, used by Kryptonian Special Forces." he said. "They render the wearer completely invisible to almost all forms of detection. They're armed with Force-Pulse Cannons in the palms, wrist-mounted Plasma Torpedo-Launchers, arm-mounted Repulsor Field Generators, full-body energy shielding, and a limited jump-jet system. We'll need these to sneak up on the outpost; otherwise, we'd trigger their sensors."

Spyke whistled. "Definitely gotta get one of those." he quipped.

"Okay, everyone; let's do this." Cyclops said.

"Good luck." Medusa said, and Black Bolt nodded in agreement. With that, Lockjaw closed his eyes, focusing, before 'porting himself, the X-Men, Crystal, and Krypto away, as Superman and Dazzler walked into the airlock, which sealed behind them, before pressurizing and letting them onto the elevator, which took them up to the lunar surface.

"Okay, Ali," Superman said over the suit's radio, "your HUD shows the direction we have to take." He gestured to his belt. "To activate the jump-jets, just tap the large button on the left side of your belt." With that, he tapped the button, which activated his jump-jets; a bright-blue burst of energy-exhaust pulsed from the undersides of his boots, boosting him into a large jump, high above the ground...before the artificial gravity generator kicked in, pulling him back.

Dazzler took a deep breath, and tapped the button. "WHOA!!!" she exclaimed, startled by the sudden burst, before she landed next to Superman. "Wow! These are awesome!" she laughed.

Superman chuckled. "The finest that Kryptonian tech has to offer." he quipped. "Let's go." With that, the two of them continued to boost-jump across the lunar surface, towards the outpost.

Within minutes, they were on a large hill overlooking the outpost. Superman checked his HUD, confirming which landing-pad was the one they had to target. "Okay, Dazzler; time for some on-the-job combat training." he said. "Pressing the button next to your thumb while your hand is open charges a Force-Pulse; move your arm so that the targeting reticule in your HUD lines up with your target, and then release the button to fire. Pressing the button while your fist is clenched charges a Plasma Torpedo; line up the target like before, but hold it for a few seconds until your on-board computer locks on – then release it. If anyone fires at you, cross your arms in front of you; that activates the Repulsor Field."

"Got it." Dazzler agreed.

"Okay, we're going to go for a longer boost-jump, and fire at the loading equipment as we land. Once it's clear, I'll tag the shuttle with a scattered Plasma Torpedo, and order the Argo to fire its Disruptor at it, shutting it down." Superman instructed. "This time, press the boost button, and hold it for three seconds before releasing."

"Okay." Dazzler said, as she pressed the boost-button, and held it, and Superman did the same. After three seconds, they both released the buttons, boosting into a jump.

Their jump carried them well over the outpost, to begin their descent on the other side, coming down towards Landing Pad Five. Superman could then see the shuttle, being prepped for launch by unmanned drones. He took aim at the drones, as Dazzler picked her own targets; they both charged Force-Pulses in each hand, and fired just before they touched down.

The bright blue Pulses lanced towards four loading drones, knocking them off-line from the impact, causing all the other drones to flee to their recharge ports, ceasing loading. Unfortunately, seconds later, spacesuit-clad S.H.I.E.L.D. personnel, armed with laser rifles, began to swarm out of nearby airlocks. "Dazzler, keep your Force-Pulses low on charge; we don't want to hurt them." Superman instructed. Dazzler nodded, before she raised a Repulsor Field, repelling a barrage of laser-fire. As the soldiers paused, Dazzler dropped her Field, and rolled to the side, firing a Pulse as she popped up, knocking three soldiers back.

One soldier closed on Superman, firing his rifle, but Superman's shields easily shrugged it off. As the soldier swung at him with his weapon, Superman blocked the attack, and whirled the motion into a throw, taking him down and knocking him out. He then turned, and raised a dark blue Repulsor Field, blocking the shots of ten soldiers, firing as one, before he charged two Pulses, and fired, knocking them all down.

As the soldiers regrouped, Superman headed towards the shuttle, but stopped, as two gun-turrets stood between him and the shuttle. "I'll take care of them!" Dazzler called. "You tag that shuttle!" With that, she clenched her fists, and started to charge two Plasma Torpedoes, locking onto the turrets, and firing.

The neon-green projectiles lanced towards the turrets, utterly devastating them before they even got a shot off, forcing the agents to abandon them. Superman laughed. "Ali, you're a natural!"

"Thanks!" Dazzler cooed over her radio. "I had an awesome teacher!"

Chuckling, Superman charged a Torpedo, and then, using his free hand, tapped a few buttons on his belt, altering the Torpedo's program, directing it to spread into a scatter-burst after it was fired. Then, he opened fire; the Torpedo expanded into a cluster of smaller blasts, peppering the shuttle with plasma energy.

Now, the shuttle was a glowing target on any scanner. Superman quickly activated his remote access to the Argo. "Argo, arm Polaron Disruptor!" he ordered. "Target plasma-signature; 5 percent charge, minimal Dispersion-Radius! Fire when ready!"

At once, from far away, the Argo armed the Disruptor, charged its blast, and fired; seconds later, the blue-white electrostatic blast impacted the shuttle, sending tendrils of lightning snaking over its hull, devastating its electronics.

It wasn't going anywhere.

By then, the soldiers started to regroup. "Well," Superman said, "why don't we see how the others are doing?"

"Fine by me!" Dazzler exclaimed. "Let's go!" With that, they started to head to the nearest airlock, fighting their way past more S.H.I.E.L.D. agents.

Lockjaw's teleportation deposited the X-Men, Krypto, and Crystal in a corridor leading into the loading dock, before the Inhuman canine 'ported away. Cyclops peered around the corner, looking into the dock; there were over a dozen agents in the dock, moving large containers onto the conveyor belt that loaded the shuttle. "Okay," he said to the others, "we're going to have to distract those guys, somehow, so we can confirm that the Crystals are in there."

"I think I have an idea." Shadowcat said. She spoke into her communicator. "Mark V?"

"Acknowledged." came the reply.

"We're at the loading dock, now, but there are a lot of people, around here." Shadowcat said. "Do you think that you could find some way to distract them?"

There was a second's pause. "Affirmative. It is possible to simulate an airlock failure, prompting an evacuation. This will require several minutes."

"Okay." Shadowcat said, ending the transmission. "Okay, guys; one distraction, coming up!"

"Alright." Cyclops said. "Once the dock is clear, two of us will check out those crates, while the rest keep an eye out for those agents."

"I know the Terrigen Crystals by sight." Crystal said. "I'll go."

"I can port us to zhe crates quickly." Nightcrawler added.

Just then, an alarm klaxon began to sound. Instantly, the men at work stopped, and ran for the exits, leaving the dock empty.

"The dock is clear." came the Mark V's voice. "However, this will not fool them for long; please confirm the Crystals' presence quickly."

"Understood." Cyclops said. "Nightcrawler, Crystal, go!"

At once, Nightcrawler placed a hand on Crystal's shoulder, before they both vanished in a cloud of sulfur, to reappear next to the crates. At once, they started to pry the wooden boxes open; within minutes, the wooden sides fell away, revealing a glass case...containing numerous white crystals, with clouds of green vapor rising from them.

"The Terrigen Crystals!" Crystal exclaimed. "They are here!"

"Scott, zhe Crystals are here!" Nightcrawler said. "Ve have to get Kal to notify zhe General!"

"We will, Kurt; now get back here!" Cyclops said. Suddenly, another alarm klaxon started to sound.

"Uh-oh!" Jean exclaimed. "It sounds like Kal and Ali are outside, now!"

Just then, the agents started to pour back into the dock. Nightcrawler and Crystal tried to 'port out of sight...but it was too late.

"Mutie scum!!" one agent snarled, drawing his laser rifle. "You just had to interfere, didn't you?!" With that, he and the rest of his men started to open fire on them.

Nightcrawler and Crystal were just able to duck around the corner with the others. "Well, at least we know who's behind this." Avalanche muttered.

Cyclops spoke into his communicator. "Kal, we've got the proof we need; can you contact General Fury?"

"No problem, Chief; it'll just take a couple of minutes."

"Roger." Cyclops replied, ending the transmission. "Okay, guys; we need to buy a few minutes."

Crystal's eyes narrowed. "I think we can manage." she said. With that, she focused, manipulating the air around her, condensing pure oxygen into her hands, before she supplied the tiniest spark, keeping the ignition controlled, before she darted out and threw the air-orb.

The orb exploded in an impressive blast, blinding the soldiers, and stopping their firing. With that opening, both Cyclops and Krypto darted out; Cyclops fired his optic-blasts, knocking several soldiers back, while Krypto, snarling in feral rage, pounced at one soldier, knocking him down and ripping the gun out of his hands, before leaping away towards another in a matter of seconds.

By then, more soldiers were flooding into the dock, answering the alarm; these were S.H.I.E.L.D. regulars – they were only doing their duty. "Take them down, but don't hurt them!" Cyclops instructed. "We just need to buy time!"

As a fresh wave of soldiers started to open fire, Jean blocked their shots with a large TK-barrier; when they paused to reload, Jean turned the barrier into a massive PSI-pulse, knocking them over like bowling pins. Jean turned to see another agent taking aim at her, but Shadowcat phased out of the ground next to him and swiped her hand through his weapon, shorting it out, before slamming him with a spin-kick, knocking him out.

As more soldiers swarmed in, Avalanche summoned an impressive tremor, opening up large gashes in the steel floor, knocking several dozen soldiers down, but the rest kept coming...until Crystal summoned massive crystalline spikes up from the ground, working in tandem with Avalanche's quake, disabling even more soldiers. When the quake subsided, the attacking wave was stunned...giving Nightcrawler and Rogue – who'd copied Kurt's powers – more than enough time to 'port in and out of the attacking group, snatching their weapons as they went.

By then, another attacking wave was forming, coming at them. Spyke promptly generated dozens of small, throwing-star-sized bone-spikes on his forearms. He then plucked the spikes from one forearm, and handed them to Gambit. "Do your thing, card-shark!" he quipped, before firing the rest of the spikes at the soldiers, forcing them to slow their attack to evade them.

"Merci." Gambit replied, grinning as he took the spikes. He then flipped the spikes into both hands, and charged them. "Feelin' lucky, mes amis?" he asked, before he flicked the charged spikes into the attacking group; seconds later, dozens of fair-sized explosions erupted, sending dozens more soldiers flying, stopping the attack.

"Somehow, Gambit don' t'ink so."

The explosions had triggered the sprinkler system, soaking everyone in the dock. By then, even more soldiers were flooding the dock; too many to fight. As the X-Men slowly backed up, Crystal formed a protective water-barrier around them all, as she fired water-bolts at the soldiers, trying to drive them back; Jean reinforced Crystal's barrier with her TK, but there were just too many...

"Uh, Mark V?" Shadowcat asked over her communicator. "We could use a little help..!"

"Situation understood, but unable to comply." the Mark V replied. "Combat systems are disabled."

"Well...can't you just turn them on?!" Shadowcat cried.

"Unable; creator locked-out activation subroutines."

"Mark V, just forget what Brainiac did or told you to do!!" Shadowcat cried. "You are a sentient being; you have to make your own decisions!!"

"But...but such an action...would be indicative of a defect..."

"Sentience is not a defect, Mark V!" Shadowcat exclaimed. "Brainiac may not have programmed you for free will, but you have it, anyway! Now use it!!"

There was a momentary silence. "Understood. Accessing activation subroutines...accessing...accessing..."

By then, Jean and Crystal were starting to falter. "Access faster!!" Shadowcat cried.

"Combat systems enabled. Please stand by." came the Mark V's reply, his tone echoing with what sounded like determination. Seconds later, a silver metallic liquid flowed out of a vent overhead, into the middle of the attacking group, causing them to back away, confused, their attack stopping momentarily. Then, the Mark V assumed his humanoid form, his yellow eyes narrowing...and turning red.

Instantly, scanning beams shone from the Mark V's eyes, scanning the soldiers' laser-rifles; the scans were instantly processed, integrated, and upgraded into the Mark V's systems. "Activating morphic battle-system." the Mark V said, as he began to change: his legs shifted, and divided in half, so that he now had four spindly, spider-like legs. His torso grew, filling out, becoming solid, as he became taller, towering over nine feet. His arms grew stronger, his hands becoming deadly claws...before they started to morph, into silvery, upgraded versions of the soldiers' rifles. His head grew sleeker, with spiked fin-structures extending back from his forehead, and the three-circle sigil on his forehead glowing fiercely red.

The battle-ready Mark V's red eyes narrowed at the soldiers, before he fired a concussive force-bolt from his weapon, sending over a dozen soldiers flying. The soldiers returned fire, but their shots had no effect, as the Mark V's armor repaired itself faster than they could damage it. As the Mark V laid down covering fire, Crystal formed her barrier into water-bolts, sending them at the soldiers, compounding the Mark V's attack. As a relieved Jean lowered her own shield, Cyclops fired his optic-blasts, and Krypto pounced back into the fray. With renewed vigor, the X-Men started to attack, slowly driving the soldiers back...

"Warning: insufficient power. Morphic battle-system off-line." came the Mark V's regretful statement. "I am sorry." With that, he reverted to his normal humanoid form.

As the X-Men, Krypto, Crystal, and the Mark V backed up, the soldiers took aim, ready to end this...

"Hold it!!" one soldier – clearly, the commanding officer – shouted, as he rushed to the front. "This doesn't have to end this way; if you surrender, we'll spare you."

"Colonel, I wouldn't." another soldier – the one in command of the initial dozen, the ones stealing the Crystals – said. "We should just..."

"That's enough, Lieutenant!" the Colonel barked. "They may have attacked our base, but they're still entitled to due process of law." He turned back to them. "Last chance; surrender now, or we'll have no choice but to open fire."

Just then, the inner doors of the nearby airlock hissed open, as Superman and Dazzler, still in their Battlesuits, walked in. "Colonel," Superman said, having heard the entire conversation, "I think I have someone here who wants to talk to you." With that, he tapped his belt, generating a holographic image of General Fury's face, transmitting from Earth to the Argo, before relaying to his communicator.

The General's eyes narrowed. "All of you, stand down, NOW!!!" he thundered.

At once, every S.H.I.E.L.D. agent snapped to salute. "General Fury, sir!" the Colonel exclaimed. "We...we were just apprehending these intruders..."

"These 'intruders' are under my direct orders, Colonel!" Fury barked. "And what the HELL is going on?! Who authorized this transport?!"

The Colonel paused, confused. "Why...why you did, General." he said. He gestured to the Lieutenant. "Lieutenant Armstrong gave me the communique detailing your orders, himself..."

"I gave no such order, Colonel!!" Fury roared. "Armstrong falsified my orders, so that he and his cronies could cross into Attilan territory and steal their Terrigen Crystals, in DIRECT violation of our treaty with them, which could have precipitated a war we do NOT need!! I want those traitors thrown in the brig, or so help me, I'll come up there and boot every single one of you out the airlock IN THE NUDE!!!"

"Yes, sir!" the Colonel agreed, saluting. He nodded to a group of soldiers, who quickly took the agents in question into custody.

"'Traitors?!' You're the traitor, Fury!!" Armstrong screamed as he was led away. "You bargain with these freaks, and it's going to come back at you!! We won't stop until every last freak is dead!!" His tirade was cut off as the door closed behind him.

"As for the rest of you, none of you are to breathe a word about what you saw; this never happened." Fury continued. "Just make sure that those Crystals get back to Black Bolt and his people. Fury out." With that, the transmission ended.

The colonel turned to the X-Men. "Please, forgive us; we had no idea you were acting on the General's direct orders." he said. "And we must especially apologize to you and your people, Princess Crystal; we had no idea that the Terrigen Crystals had been stolen from you."

Slowly, Crystal nodded. "I believe you."

"If you require assistance transporting the Crystals back to Attilan, we would be happy to assist you..." the Colonel offered.

"The offer is appreciated, Colonel, but not necessary." Cyclops replied. "We have our own means of transportation."

Superman nodded, as he tapped a button on his belt. "I've signaled the Argo; it's on its way." he said.

"In that case, we'll just move those crates outside, so your ship can pick them up." the Colonel said, before he and his people got to work.

Crystal smiled as she turned to them. "My people and I owe you a great deal." she said. "You have saved our very way of life."

Behind his visor, Superman chuckled. "Hey, it's what we do." he said. With that, as the X-Men and Krypto switched on their atmospheric generators, and Crystal donned her spacesuit helmet, they all headed to the airlock, to wait for the Argo.

Attilan

After loading the crates into the Argo's cargo bay via its teleporter, Superman, the X-Men, Krypto, the Mark V, and Crystal had all gotten into the Speeder, and Superman had piloted it back into Attilan territory, following Crystal's directions into the lunar canyon where the Crystals' storage facility was located. After teleporting them back inside, Superman piloted the Argo back to Attilan, landing on the elevator, and taking them down.

After disembarking, they had returned to the Council Building, at Crystal's request; in the Council Chamber, Black Bolt and Medusa were waiting for them on the main floor. The Chamber was empty, save for them.

As they walked in, Medusa smiled. "We have just received word." she said. "My husband and I are eternally grateful, both for retrieving that which is most precious to our people, and for saving us from making a terrible mistake."

Cyclops smiled. "It was the right thing to do, Your Majesty."

Lightly smiling, Black Bolt placed his right clenched fist over his heart, and then extended his hand towards them, lightly bowing. Medusa's smile grew. "My husband says that all of you are welcome here from now on; that you are all the most honored friends of Attilan."

Smiling, Superman tapped a button on his belt, retracting his Battlesuit's helmet, before bowing. "We are honored, Your Majesty." Promptly, Dazzler did the same, as all the X-Men, and even the Mark V, bowed.

Slightly sheepishly, Avalanche spoke up. "Uh...just one question, Your Highness." At that, Black Bolt arched an eyebrow, lightly smiling. "No offence, but...isn't there an easier way for you to communicate? I mean, it's got to be tiring to always have to do stuff like this all the time!" Then, to illustrate the point, Avalanche put his hands to his ears, then tweaked his own nose, before scratching his head, and then tugging on his own earlobes.

Black Bolt blinked several times at that...and then clamped his hands over his mouth, as chuckle-sounds emanated from his throat. He then bent over, his shoulders shaking, as he slapped his hand on his knee.

He was laughing; to be more accurate, he was busting a gut.

Avalanche blinked. "Okay. What the heck did I just say?"

Medusa, through her own laughter, managed to reply. "You...you just..." she chuckled, before suppressing a laugh, "...you just told my husband a very, very funny story!"

At that, Black Bolt held up one hand, silently excusing himself, before he left the Chamber. Seconds later, a massive tremor shook the Council Building, and likely all of Attilan, almost knocking everyone off of their feet. As the tremor subsided, Dazzler spoke up. "Earthquake?"

"No." Medusa said softly. "Merely my husband's laughter." She sighed. "He must isolate himself in his soundproof chamber, even to do a simple thing as laugh."

Superman nodded sadly. "Yes." he agreed. "Power can be a great burden."

Looking to the X-Men, Medusa smiled. "All of you are a credit to the people of Earth." she said. "It is my hope that, in the future, our people can establish peaceful coexistence with yours; your actions today have only strengthened that hope." To Superman, she added, "And you, Kal-El, though you are the last, you do your entire people great honor."

Superman grinned. "Thank you, Your Majesty, but I'm afraid that's not quite true. I'm only the Last Son." With that, he looked to Dazzler, who smiled back, lightly blushing.

Medusa's smile grew. "Then I was mistaken: the Kryptonian race is doubly honored."

"Thank you, Your Highness." Dazzler replied.

"We'd better be going." Jean said. "Professor Xavier – our mentor – is waiting for us."

"Take care!" Crystal called.

"We will." Cyclops said. "It was nice meeting all of you."

"As it was meeting all of you." Medusa replied. "Farewell." With that, Superman, the X-Men, Krypto, and the Mark V all headed out of the Council Building.

As they headed back to the Argo, Superman sighed to himself. "Mark V," he said, "I'm sorry."

The Mark V paused. "For what reason?"

"I blamed you for something that wasn't your fault." Superman answered. "I almost let my anger cloud my judgment; I almost destroyed you, and I'm sorry."

The Mark V was silent...and then shook his head. "Apology unnecessary, Kal-El. Your actions were not unjustified; had I been aware of the reasoning behind them at the time, I would have understood."

Superman smiled. "Thank you."

"Query: do you wish Mark V unit to implement Final Directive?"

Everyone froze at that. "What??" Kitty cried.

"Do you wish the Mark V – me – to shut down?" the Mark V asked. "My revised directives have been completed; there is no logical reason for me to remain online."

"Why would you even think that?! No, we don't want you to shut down!!" Kitty exclaimed.

The Mark V paused. "You wish me to remain active...knowing that I am defective?"

Jean smiled. "Mark V, you don't have a defect." she said. "You have a mutation."

"Yeah, metal-head; we're all mutants, more-or-less." Spyke said. "We stick together!"

Jean nodded. "Your mutation makes you sentient, Mark V." she said.

The Mark V blinked. "You...wish me to join your group?"

"Only if y' int'rested, Monsieur AI." Gambit quipped.

Superman nodded. "It's your choice."

The Mark V was silent for a moment. "Proposal accepted; I wish to join you." he said. "Final Directive is permanently disregarded."

"That's awesome!" Shadowcat exclaimed. "We're so glad to hear it!"

"So, what would you like us to call you?" Cyclops asked.

"Because 'Mark V' is kind of a mouthful!" Rogue quipped.

The Mark V looked thoughtful. "I am an andro-morphic mechanoid...which your language has a contemporary term for." he mused. "I wish for my new team-designation to be 'Android'."

Dazzler smiled. "'Android,' it is." she said.

"But you'll still need a personal name." Shadowcat said. Smiling, she added, "How about 'Mark'?"

"Update complete. Mark V unit is now designated as 'Mark,' with team-designation 'Android.'" 'Mark' said. "However, my appearance is much more conspicuous than yours; it is logical that my exo-structure should reflect my new designation." With that, Mark's nano-assembled body began to shift, as he wirelessly accessed the Internet, accessing pictures of what human males should look like. Slowly, his arms and legs became less clunky, more human-like. His torso became human-like, as his head shifted to human-shape; his eyes sprouted eyelids, as a small nose grew under them, and his speaker became hidden behind a mouth, before he grew fairly short, metallic silver hair. He was still shorter than Kitty, and quite frail in frame, but now he looked like his new code-name. Then, his legs, arms, and torso suddenly colored themselves black...like the X-Men's uniform. "Is this acceptable?"

Cyclops grinned. "It sure is, Android." he said. "Welcome to the Institute family!" By then, they had reached the Argo, and they teleported in, before Superman piloted the Speeder up out of the lunar caverns, into space, and taking them home.

Xavier Institute

The sun was just setting as the Argo touched down in the Institute's back-yard, and Charles and General Fury were there, waiting.

Fury's eyes narrowed warily. "So, that's the ship."

Charles nodded. "Kal has told us that it is a Swift Justice-Class Speeder." he said. "He and the Fantastic Four were able to salvage it, with the aid of King Namor and his family."

"Swell."

Just then, Superman and the X-Men teleported out of the Speeder, with what seemed to be a new recruit. "Welcome back." Charles greeted, smiling. "I am glad that you are all safe."

Cyclops smiled. "Professor, you won't believe what happened, up there!" he exclaimed. With that, the Institute students began to tell Charles and the General what had transpired.

Once they had finished, Charles smiled in astonishment. "Amazing!" he exclaimed. "To think, there is actually another civilization, living on the moon!"

Fury nodded. "I'd hoped that you'd have been able to just get in, fry the invader, and get out before Black Bolt caught on," he said, "but you did good."

Rogue frowned. "We might've had an easier tahme if someone had told us about 'em!"

Fury's eyes narrowed. "Judging from the tech you kids have access to, I wouldn't talk about being forthcoming." he countered.

Charles looked worried. "Perhaps you'd best head inside." he said. "Mark, the other students will help you get settled in."

"Acknowledged. Thank you."

"Hold on." Fury said. He pointed to Superman and Dazzler, still in their Battlesuits. "Xavier, I need to talk to you and those two." At that, Superman lightly frowned, placing a slightly protective arm around Alison's shoulders. Xavier nodded to the other students, who headed inside. "I've just gotten a report from the lunar base." Fury continued. "Those crystal tuxedos of yours pack quite a punch, from what I've just heard...to say nothing about that ship, kid." He fixed Superman with a stern glare. "You just made some of the best military technology on the planet look like something you'd buy at a garage sale. Do you have any idea what this country's enemies would give for that kind of firepower?"

Superman remained calm. "It wouldn't matter, General." he countered. "Kryptonian technology is encoded so that only Kryptonians can use it; it's useless to anyone else."

Fury arched an eyebrow. "That's supposed to make me feel better?" he asked. He looked to Dazzler. "What about her?"

Alison frowned, folding her arms. "I'm part Kryptonian."

The General sighed, putting his hand to his forehead. "Terrific; so now there are two beings, wielding incredible power, with exclusive access to technology that could completely tip the global balance of power against this country." he muttered. "If the President ever finds out, he'll have a shit-fit."

Charles frowned. "General Fury, you cannot possibly believe that Superman and Dazzler would ever threaten this world..."

"Oh, I don't." the General admitted. "But if this ever comes out the wrong way, Xavier, it could hit the fan something fierce. This kind of intel could make a lot of those damn pencil-pushers pretty jumpy, and I know of plenty of people in the military with dangerously itchy trigger-fingers." He looked to Superman. "Frankly, kid, I wouldn't consider you a danger to the United States, but we both know how certain people with certain mind-sets would react to this...so I'm asking you to please stay under the radar."

Superman nodded. "I'll do my best, General."

"Good." Fury said. Just then, a S.H.I.E.L.D. gunship started to descend. "Well, my ride's here." he added. "Take care, all of you, and remember: I was never here."

"Understood, General." Charles said.

As the gunship touched down, its engines kicked up a cloud of dust...which wafted over to Dazzler, making her nose start to itch. "Ah...Ah...Ah-CHOOOOO!!!"

Dazzler's sudden sneeze blew the gunship off to the side a good few feet, before it regained control. Charles and Superman both suppressed a chuckle as Dazzler clasped her hands over her mouth in utterly embarrassed horror, her face beet-red.

General Fury just looked back to her...and chuckled. "Gesundheit." he said, before he hopped into the gunship, and it took off, heading away at impressive speeds.

"Oh, God..." Alison moaned, "...I just made a total fool of myself..."

Superman placed a comforting hand on her shoulder. "Don't worry, taushi." he assured her. "It could have been worse: you could have blown that ship across the country, like I did with that truck when I was a kid." At that, Dazzler lightly smiled. "We'll just have to add 'Breath Control' to your training regimen."

Dazzler smiled, and hugged him. "Thanks, tausha." she cooed. With that, they headed into the Institute, and Charles followed them in, smiling to himself.

Attilan

Shortly after Kal-El and his friends had departed, Medusa retired to her and her husband's personal chamber in the Council Building. As she stepped inside, she smiled as Black Bolt stepped out of the soundproof smaller chamber that he required, on occasion, the one built to withstand the unimaginable force of his voice. "It was good to hear – or, in this case, feel – you laugh, beloved." she cooed. At that, Black Bolt gave her a genuine smile; something he did far too infrequently. "Statecraft can be truly tiring, my love."

At that, Black Bolt nodded, as his gestures spoke as plainly as words: We both act as rulers of our people for so long, we easily forget that we are also husband and wife.

Medusa nodded in agreement. "Still, it was nice to meet Kal-El and his friends; it was a needed reminder that there are good people upon the planet below."

Black Bolt nodded, smiling. I know your hopes, my love; you hope that, one day, we can return to Earth, and live peacefully with those of Earth.

Medusa sighed. "Is such a dream unworthy, my Lord?"

Of course not, my love. It is a beautiful dream...but it may take time.

"That is all too true." Medusa agreed. "Regardless, husband, the Council will wish to learn that the crisis is resolved. Should we convene the Council?"

Yes, Black Bolt gestured, in an hour.

"An hour?" Medusa inquired, puzzled. "Why the wait?"

Black Bolt simply smiled; their relationship was so deep that, alone, they needed no other communication but a gaze.

"My Lord!!" Medusa exclaimed, surprised...and wonderfully flustered. "We...we don't have time!!"

Slowly, Black Bolt took her hands in his, before bringing them to his lips, lovingly kissing them. My love...it has been far too long.

Medusa fought to keep herself from smiling. "We...we shouldn't..." she tried to reason...but she wasn't even convincing herself, let alone her husband.

Then, Black Bolt took her in his arms, and lovingly kissed her. Tossing her previous worries aside, Medusa was content to get lost in the kiss of her husband, her true love, and her best friend...who once again, showed her that no words were needed.

Undisclosed location

As his gunship touched down in an empty field, far from prying eyes, Nick Fury stepped out. He'd told his informant to meet him here...

Just then, he managed to see a single black bird – a raven – against the sunset sky. Motioning for his aide to cover him from the ship, Nick walked further out into the field, as the raven followed him from above. After he'd gone a few meters, the raven touched down behind him, and Nick stopped.

"Darkholme."

Mystique frowned as she assumed her natural form. "I haven't found out anything, Fury." she said. "What do you want?"

"A few hours ago," Nick said, "there was an incident at the lunar base; someone was operating from within S.H.I.E.L.D."

"I had nothing to do with that." Mystique replied.

"I know." Nick said. "But I'm willing to bet that your son did."

Mystique's eyes narrowed. "Kurt had nothing to do with this!" she hissed. "Don't you dare even go near him, Fury!!"

"I said your son was involved." Fury said flatly. "I never said anything about Kurt."

Mystique's eyes widened. "No..."

"We both know that he has no love for mutants." Nick said. "He's disappeared, Raven; we need to find him."

Mystique lowered her eyes. "I'm sorry." she said. "I haven't spoken with him in years; I have no idea where he is or what he's doing. Even if I had talked to him, he'd have never told me; he hates me."

Nick sighed. "It was a long shot, but I had to try." he said. "We're done here." With that, he headed back to his gunship, which took off as he stepped on board.

Alone, Mystique lowered her gaze, as a single tear escaped her eyes, before she changed into her namesake, and flew off, with only one sad thought.

'Graydon...I'm sorry...'

Xavier Institute

By nightfall, Clark had returned from the Fortress, after returning the Battlesuits to the Armory, parking the Argo, and put Mark's Trans-Warp pod in the laboratory for analysis. After donning his street-clothes, he'd flown up to sit on the Institute's roof, to look at the stars – his admitted favorite pastime, when not with Ali.

Before he'd left, he'd asked Mark about the 'Mark VI' he'd mentioned; as far as their new friend knew, Brainiac had been working on a Mark VI Emulator...but that was all he knew.

That knowledge bothered him...but not as much as something else...

"Penny for your thoughts?"

Clark smiled as he saw Alison, in her regular clothes, float up to him, not quite as wobbly as before, and sit down next to him. "Ali...today, I almost destroyed a sentient being." he whispered. "If Kitty hadn't stopped me, I would have fried Mark." He lowered his eyes. "I don't like what that says about me."

Alison sighed. "Clark," she began, "do you remember when we first met? The very first time?"

Clark nodded. "You were five, visiting Smallville; you'd skinned your knee..."

"...and you helped me." Alison said. "Ever since then, I'd adored you, but do you know why? It wasn't because you were cute." She blushed. "Well, okay, it wasn't just because you were cute; it was because you were a kind, decent, caring person. You were just so full of goodness; you cared about what was right, and about other people; you would have done everything in your power to help them, to right a wrong; the notion of doing wrong made you furious." She smiled. "And you haven't changed at all, Clark; you got mad because someone had wronged you, big-time...but I know that, even if Kitty hadn't been there, you wouldn't have destroyed an innocent person."

Slowly, Clark smiled. "Thanks, Ali. I needed that."

"I know." Alison cooed. Then, smiling slyly, she floated in front of him, before tapping the tip of his nose with her finger.

"Tag! You're it!"

And with that, she flew off at top speed, giggling.

Clark burst out laughing. "You little..!" he laughed, as he took off after her.

Clark flew after Alison, but chose not to fly at his usual speed, to keep their game going; so far, he hadn't really ever seen what his absolute maximum speed was, but Alison was getting close to maxing out at Mach Two. After a few minutes of chase, Clark grinned, before putting on an extra burst of speed, and snaring his giggling girlfriend in his arms.

"You big goon! Let me go!" Alison squealed, playfully wiggling in his arms.

"No chance, taushi." Clark quipped.

Alison promptly stopped squirming. "No fair." she playfully pouted. "You're still way faster and stronger than I am! I didn't have a chance!"

"Well, then," Clark teased, "my terms for surrender will be quite reasonable."

Alison smiled. "Oh, really?"

Clark nodded. "First, I will admit that I would be completely lost without you and that I would likely have self-combusted ages ago if I hadn't met you." he said. "And you, in turn, will agree to let me give you a doozy of a kiss."

Alison smiled, turning in his arms and looping her arms around his neck. "Those terms do sound good." she cooed. "I agree."

"Good." Clark replied, before he pulled her in close, and kissed her, with more passion and love than ever before. As Alison reciprocated, one of Clark's hands slowly trailed down her back, to gently cup her perfectly sumptuous derriere, and pull her even closer to him. Alison gasped at the gesture, before she kissed harder, until they were both utterly lost in the kiss.

After a few exquisitely long minutes, Clark gazed upon his taushi, whose eyes were blissfully closed...before he grinned, and returned her gesture.

"Tag! You're it!"

And he flew off at the same speed, laughing as he heard Alison's laughter. "You jerk! Get back here!" she giggled, chasing after him. Clark only laughed, as they continued to play their little game across the night sky.

Deep Space

In the vast, obsidian depths of space, a massive, somber, leviathan-sized ship lumbered through the stars, on a routine patrol, on the outskirts of the Kree Empire.

On the bridge of the Kree Heavy Cruiser, the bridge-crew – all blue-skinned, blue-eyes, silver-haired Kree, in military uniform – worked numerous monitors, which oversaw ship functions. After viewing one scan readout, one Kree officer stood up, and headed to the command chair, to bring this to the attention of the commanding officer. "Uh...s-sir?"

The massive Kree, in dark green robes, a hood covering his face so that only his glowing blue eyes were seen, with his mallet-like Universal Weapon across his lap, turned to him. "Report." he ordered.

The officer gulped. "W-Well, sir," he said, "our scanners have detected an anomalous energy-signature. We...we're not sure, but...it looks like whatever made it was...traveling faster than light, sir."

Ronan, the Supreme Public Accuser of the Kree Empire, scoffed. "Ridiculous!" he sneered. "Faster-than-light travel is impossible! Step-through is the only feasible method of space-travel! Even the smallest Kree child knows that!" Step-through – which was, essentially, folding space between two points – was the only known means of efficient star-travel. It was used in every ship larger than Light Cruiser...and it was used in the World-Gate system of the hated Kryptonians, now rightfully extinct. The problem, however, was the power-consumption; after step-through, even the largest ship was helpless for nearly a quarter-hour. It was a problem that the Gates had solved...until the Kryptonians had closed the network.

But they were gone, their world destroyed; the Creator had punished them for their transgressions against the Empire.

"I...I know, sir, but there is more." the officer stammered. "The power-signature...it...it looked like it was..."

"Speak up!" Ronan thundered.

The officer grimaced. "...K-Kryptonian, sir."

Ronan's eyes widened...and then narrowed, as he grasped the officer by the collar, lifting him up as he stood. "WHAT did you just say?!!!"

"I...I know how it sounds, Lord Accuser, but that's what it looks like..."

Dropping him, Ronan stormed to his station...and confirmed it. "Where was it headed?!" he roared.

The navigator promptly looked at the data. "Earth, sir."

"Plot a course!" Ronan ordered, returning to his chair. "Contact the Supreme Intelligence; this is an emergency!"

As the crew followed his orders, Ronan was left to his thoughts.

A Kryptonian. Alive. One might have survived.

This had to be investigated.

Ronan scowled...and then smiled. Though part of him hoped that it was a fluke, that none had survived Krypton's death...another part hoped that it was true, that he could bring the last Kryptonian before the Empire and judge him, redeeming his family's honor.

For countless years upon countless years, his ancestors had led the Kree Armada to the Xerius Galaxy...and each time, they had been wiped out by the accursed Sentrius Battlestation. Even now, after its creators were gone, Sentrius was still unassailable, invincible...

...but the last survivor, if there was one, was not protected by that monstrosity.

Not anymore.

Ronan's smile grew as his ship began step-through, heading for Earth. It would take time...but he could wait.

His family had waited centuries for their revenge. He could wait a few more weeks.

Author's Note: Sorry for the delay. There are only two chapters left before I start the first part of the finale. I'll see if I can write them faster. Thanks for understanding!

Coming Soon:

With university out, the Man of Steel gets a call to meet up with some old friends.

As old times are made new again, our hero gets a taste of his true destiny.

But a certain aristocratic mutant with his own team is going to make sure there's Hell to pay…

Be there for "The First Hurrah," coming to your computer soon…