A total feeling of disorientation greeted Raya after she had awoken. She found herself in a small prison cell, with only a hard bed and a dirty sink to decorate the place. As she remembered what had happened, she felt first surprised then relieved to be alive. After spending so long in The Phantom Zone, she had not thought she would ever feel fear again, but looking into The Eradicator's eye…

"Looks like you're awake," said Kimda, sliding open a small window built into the sturdy door. Under a yellow sun she could have torn this place apart with ease, but on Kandor she was powerless. "I'm sorry I had to take such drastic measures, but I can't have you spreading my secret around the city."

"Why didn't you kill me?" she asked, looking at his eyes intently. Kimda chuckled.

"You really don't think much of me, do you?"

"You're not the man I knew."

"I may be a clone of the original, but I haven't changed as much as you'd think."

Kimda pushed the window shut. For a moment Raya thought he was going to walk away, but instead he opened the door and carefully placed a tray onto the floor at her feet. It contained two bowls of soup.

"I did say we'd have dinner together," said Kimda, smiling. Behind him, just outside the door, The Eradicator stood watching her. At the moment it had taken on a human appearance, though it's true form was something that resembled a small rocket. "I'm afraid it's gotten a little cold though. I can have Eradicator heat it up for you, if you like."

"The Eradicator is not a tool to be used for convenience!" hissed Raya, grabbing him by the shoulders. The Eradicator moved forwards, but Kimda waved it back. "Listen to me, you have to deactivate it immediately. It's programmed to destroy alien influences…"

She let the sentence hang, hoping Kimda could work out the rest for himself. The last thing she wanted was to give The Eradicator any ideas. Unlike Brainiac, Eradicator had not in fact been created by Kryptonians, only claimed by them. The machine was in fact created by an alien race as they were dying out, whose name she had never known. The Eradicator had been created to try and preserve these people's culture, and to that end had been sent into space to link with other worlds. When it had arrived on Krypton, a Kryptonian known as Kem-L had seized control of the machine, altering it's programming so that it preserved Kryptonian culture only. The fact that Raya did not know the original creator's species told her it had long since forgotten it's original purpose.

Kem-L had thought The Eradicator would be an asset, but eventually he was proven wrong. It was during the clone war that The Eradicator became a threat, as it's programming became somewhat open to interpretation. The machine had seen the idea of stopping cloning as a threat to The Kryptonian way of life, and began destroying all those who were against it. The irony being that most of those it was killing were Kryptonians themselves; it had begun to think of them as traitors to their own people.

"There's no need to worry, Raya," said Kimda. "I've altered his programming somewhat since those days. He'll obey my commands without question. Eradicator, you may leave us now. Resume checking for any trace of Brainiac."

Without a word, The Eradicator left them.

"What the hell is going on here?" asked Raya. "The Empireth, The Eradicator… what are you up to? Why are you doing this?"

Kimda gave an enigmatic smile, sitting down on the floor and crossing his legs. He lifted his soup bowl to his mouth and ate his fill.

"I've told you before. The city has changed a lot in your absence, and not for the better. What DO you think I'm up to, Raya? What does Jor-El think I'm doing? If he'd been here, I daresay things would have gone a lot differently. But the truth is, he couldn't protect Krypton… while I CAN protect what's left."

"There are hardly any Kryptonians here," said Raya, annoyed that Kimda seemed so oblivious. "I don't care what you've done to The Eradicator; Jor-El told me there was no way to change it's core programming for preservation. I've already seen that people in the city are getting angry; they're starting to turn on you. And once things get so far… well, then The Eradicator will eliminate the threat."

"It WILL obey me."

"Fine!" barked Raya, believing none of it. "Even if it does, how long before you resort to using it against them? It doesn't need a yellow sun to be as powerful as any Kryptonian. To keep the peace, you'll slaughter them."

"That's Preus' way, not mine!" shouted Kimda, jumping to his feet. "You want to know why I'm cloning Empireth, Raya?"

"Enlighten me."

"It was Preus who really took control of things, when we realised we'd been separated from Krypton. He ruled by force, while I spent my days in my lab, working to try and find a way to get the city restored. He kept showing up demanding I fulfil my duty to my people and join the C.P.C. At first I refused, but eventually I realised freeing the city was a problem I couldn't solve. The problems around me, however, I thought maybe I could. There was something that appealed to me about the idea of bringing the unlawful to justice. But then came The Empireth."

"What happened?"

"Preus had them monitored very closely. Very closely. But The Empireth here weren't like Lenaria; they kept to themselves, and they were good people. Preus saw it differently. He set one of The Empireth up for a crime they never committed, though I never knew that at the time. When he went to arrest the suspect, Preus shot two of them, claiming they were going to attack us. After that, the situation was uncontrollable. The other Empireth were anticipating a slaughter, and went on the offensive. Thanks to their mind control abilities, we had a few problems, but both Preus and I were protected by the armour that inhibits their powers. Even though I'd worked out what Preus was up to, at that point, I did nothing to help The Empireth. I chose to side with my people, and I killed as many as Preus did."

Kimda's mouth twitched and his eyes took on a brief tortured, almost manic look before he recovered himself.

"I saw Lyla and Faye running away, and that was when I came to my senses. Children had been brought into it, and I had to stop it no matter what. But I was too late. Faye got hit by one of the soldiers. I shot him dead right afterward. Lyla managed to get Faye out of the way, and I followed to see if I could help. Instead, I saw Lyla absorb Faye's mind as she died. And I disappeared. I watched over her, but she was safe with her new family. I claimed as many Empireth bodies as I could and stored them in the clone bank you saw. Don't you understand, Raya? It's the only way to make up for what I did," he said, in tones of pleading. He was practically begging her to understand. "It's the only way."

888

As the knife was thrust into the ground, Lenaria gave a cry of frustration that her victory had been taken at the last second. Clark had vanished right in front of her. There was no way he could have recovered from her attacks that quickly; someone else had intervened. Clark was now sitting propped against the cabin wall; of his rescuer, there was no sign.

But she didn't need to see him to know where he was. Raising the arm that wasn't presently holding the wound in her side, she used the pyrokinesis ability she had taken from one of the meteor freaks to create a circle of fire around her invisible opponent. Instantly the Martian Manhunter appeared, screaming and cowering before the flames that trapped him.

"So it was you, Martian, that was protecting Clark from my abilities. Well, I know your weakness as well as I know his."

She sounded calmer than she felt; her mind was gibbering at her that she must get away, must go at once and heal herself. Her confidence was boosted as she saw the Martian struggling to maintain his shape.

"You found me by sensing my mind, didn't you?" she sneered. "You forgot that I could sense yours too. Invisibility would not hide you from me."

The Manhunter changed from his human form into that which Lenaria knew the Martian by; bald, green-skinned, pronounced brow – a disgusting creature. She had met J'onn J'onzz only twice before, and had cared little for either encounter. Now though, even his true form was not holding. She knew that around fire, J'onn's powers would not work, though she hadn't quite expected this. Still screaming, J'onn's body actually began to melt, little bits of him dripping off and landing in the flames. Lenaria watched with fascinated horror as the Martian actually dissolved into a bubbling puddle of goop.

Clark was getting up.

"What did you do to him?" he asked, holding his body. They were both hurting, but Lenaria dared delay no longer. Clark had caused her too much trouble already, and she never intended him to have another chance to harm her. Instead of trying to attack him, she used her heat vision to set the cabin alight. Clark's face was a picture as he realised the dilemma she'd left him with. Chloe and Pete were still inside, still controlled by her. She could have killed them instantly, but then Clark would have been on her in a moment. Now he had a choice; attack her, and have his friends die, or save them – he had only precious seconds in which to do so – and let her get away. She almost laughed with relief when he sped inside the cabin. She spared Lana only a brief glance. Lyla had shown potential, and had shown that her loyalty could perhaps lie with Lenaria. But there was no time to worry about the other Empireth right now.

Although Clark was in and out in no time, his friends wrapped in his arms, Lenaria had already made her escape.