Author's Note – I do not own any of the characters, Marvel and DC do.

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Chapter Seven

Brainiac

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"I see it. That… is Kandor!"

Brainiac stiffened in shock. "query. how is it that you know of Kandor? all indications are that you did not… new data located in planetary datanet… Zod is within this solar system? the probability of this outcome was exceedingly low. recalculating plans… new priority – locate all kryptonians and place into stasis."

"Morph! Now!" Clark shouted as he accelerated forwards, slamming into the avatar of Brainiac even as hatches began to open around the edges of the chamber, energy guns emerging from the darkness within. Connor had started to move at the same instant as his father, pulling a small gun out from inside his tunic and opening fire on the wall-mounted weapons.

"you cannot stand against me." Brainiac declared even as Clark punched a hole straight through its torso. "this is but one body at my… unexpected situation alert. switching to lethal mode."

"BRAINIAC! DIE!" Zod roared as he lunged past Clark, grabbing Brainiac's robotic avatar and ripping it into pieces before an energy blast impacted on him, sending him into a wall. Clark grabbed a piece of debris and hurled it at the gun in question, reducing it to scrap metal.

"the relay drones are in position." Brainiac's voice echoed above the sounds of destruction. "field now established and at five percent. preparing for digitization of planet Earth and its inhabitants."

"Where's Brainiac's core?" Clark shouted as he ripped another energy blaster from the wall, then threw it at the robot that had just entered.

"Probably by the power core!" Zod shouted back as he used his eye-beams to bisect a second robot. "I need a squad!"

"Sir, I have Kandor!" Faora shouted as she hefted the force-field enclosed miniature city.

"Take it to New Krypton! And those planets too!" Clark ordered. "General, which way?"

"resistance will not be allowed." Brainiac stated as more skeletal robots entered the battle. "i have now modified my primary directives to allow me to utilize lethal force against kryptonians. please surrender rather than continue to cause damage that i will have to repair. field at ten percent and rising."

Clark joined Zod by one of the rear hatches even as a silvery blur grabbed one of the floating planets and vanished back through the portal. Together they ripped the doors out of the hatchway and hurled them at the incoming robots, reducing them to scattered scrap.

"Let's go!" Zod shouted as he accelerated down the corridor, Clark close behind him as they charged towards Brainiac's seat of consciousness.

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"…and if anyone can take down the things projecting the field that's about to turn us all into a glowing nightlight, do it!" The voice over the radio half-shrieked. Magneto looked up, then he stretched his senses out.

"Only one within my range…" He growled. "I guess it will have to do."

Stretching out a hand, he made a fist and, several hundred miles above him, a single satellite crumpled inwards, turning itself into metallic space debris.

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Galatea Cain gritted her teeth as she flew through yet another of the satellites threatening the Earth. Her husband and adopted daughter were relying on her and no matter the cost to herself, she would not let them down.

She was a hero now, and heroes saved people.

Even if she died, it would be to make sure that her daughter would live.

"This is for you, Polaris!" She whispered as she spied another satellite.

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"Targets are generating electronic countermeasures! Unable to get a lock on them!" the New Olympian at the weapons console reported.

"Tell the fighters to use visual targeting and then move us in closer to do the same!" Captain Allen commanded. "Comm, check with the other ships to find out if they're having the same issues and pass the word to deploy all fighters or we're going to lose our home-world!"

"Aye, captain!"

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"Dammit." Marko Cain growled as he looked up at the brief pinprick that marked the destruction of yet another satellite. "There has to be something that I can do?"

"Sire!" Blink half-shouted as she dropped out of a portal. "King T'Challa is requesting your presence!"

"Really?" Marko asked, then he accepted his helmet from the soldier carrying it for him. Donning it, he triggered the clamps to hold it secure. "Then let's move!"

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The Silver Samurai stared silently skywards, suppressing sighs of sadness.

"No I wasn't."

Ichiki Hisako dropped her notepad at Harada Kenichiro's deadpan comment.

"Practicing your alliteration, were you?" He asked, picking up the notebook and looking once again at the English sentence before handing it back and looking upwards.

"It should have been sorrow at seeing serious skirmishes stipulating swords should stay sheathed."

Hisako's jaw dropped in shock at how Kenichiro had effortlessly finished her planned sentence.

"I look forwards to hearing your Haiku about this day." He added before vanishing back inside, leaving Hisako to stare once more at the battle above the atmosphere and wish that her ability to generate psionic armor also let her fly.

She hated being helpless.

Once was more than enough.

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"Three down!" Iron Man shouted as his modified repulsors turned another of the energy-field relays into scrap. "Where's the next one?"

"Bearing one five seven will take you to one that is currently not being targeted, sir." Jarvis replied. "Be aware that the field strength is still increasing. No less than seven hundred and twelve more satellites will need to be destroyed to permanently destabilize the field. The other satellites are re-configuring to cover the gaps being created."

"Not good." Tony growled as he used his thrusters to head towards his next target. "Good thing that Harry's safe on New Krypton."

"Aye, though my mother would be happy to look after him on Asgard should the need to hide him arise once more." Thor said over their comm as he used Mjolnir to destroy another satellite.

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Polaris Cain floated high above Genosha, the oxygen mask allowing her to breath in the rarefied atmosphere. Reaching out with her senses, she located one of the satellites and used her power to twist the insides of it, causing it to explode in a shower of sparks and plasma.

"Mom, don't die." She whispered to herself as she searched for another one to destroy.

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A beam of red energy barely missed Clark, but the Kryptonian following him wasn't so lucky and Clark ripped out the offending emplacement even as the lifeless body of the one who had been hit slammed into the deck.

"It should be through that door!" Zod shouted as he ripped the other defensive cannon out of its mountings, then he staggered backwards. "Dammit… there's kryptonite in those panels!"

"Then this is a job for… The Juggernaut!" Marko Cain declared from behind them. "Coming through!"

The armoured monarch accelerated past the shocked Kryptonians and slammed into the doors, their incredibly-strong construction and reinforcing tech no match for his mutant power. The doors scythed inwards, smashing into delicate crystal arrays which were then further smashed by the Genosian king.

"…this event does not compute! re-routing systems to compensate for… systems unable to be re-routed… does not compute… does not… does… not…"

The lights flickered, then went out along with the artificial gravity.

"It's done…" Zod breathed in shock. "After all these years… Brainiac is no more!"

Clark closed his eyes for a moment, then grinned.

"The field's dissipated! The remaining satellites are being destroyed even as we speak!"

Zod returned his grin, then his expression turned sober as he looked down the passage and the motionless bodies floating in it.

"Yes, we have won, but at what cost, my friend? At what cost?"

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"…and so Blink and I jumped to the Embassy and through the Gate, then she Jumped us to Gatekeeper." Marko explained as Clark towed him through Gatekeeper's Portal and back into the Moonbase. "I came through and Morph switched to a telekinetic form in order to boost me to your aid. Second time someone's thrown me to exactly where I was needed."

Zod lifted an inquisitive eyebrow at Clark.

"I threw him at Magneto's floating base once."

"And as a result of that, I became a king." Marko laughed before sobering. "General… the fourteen who gave their lives to clear the way for me and to protect you… when is their funeral being held? I… wish to attend. They were true warriors."

"They will be granted warrior's funerals." Zod stated. "As we Kryptonians gain our power from the Sun, so shall they be sent into it in one final voyage."

Marko nodded. "Of course."

"I'll break the news to Az-Lan's fiancee." Foara said quietly. "She deserves to know how he died."

"She was to marry him?" Zod asked. "Then she will be granted the Bereavement Pension. Hopefully, his spirit will rest easier knowing that she is provided for."

"Fourteen dead, all Kryptonians." Marko sighed. "Dammit, that's over a quarter of all the adult Kryptonians. Let's hope that no-one else decides to try anything for a while."

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"The threat is over already?" Bolivar Trask asked in shock.

"Early reports indicate that almost half of the Kryptonians who participated in the main assault have died." Master Mold stated. "With the numbers of Kryptonians reduced by a quarter, the probability of success has risen considerably."

"When would be the best time to begin?" Trask asked, his eyes lighting up with eager anticipation.

"Psychological situational analysis indicates the optimum time would be in one point three days."

"Excellent." Trask gloated. "At long last, humanity will be purified!"

"Perhaps we should consider trying to gain control of the craft that this… Brainiac used." Doctor Zola added. "The fact that they lost so many Kryptonians trying to capture it indicates that there are many treasures aboard that may help us in the future."

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"Kandor." Doctor Doom repeated as he examined the enclosed city carefully. To one side, Tony Stark, Bruce Banner and Reed Richards were using holo-boards to scribble equations and run simulations. "How many Kryptonians are in there?"

"The last census before Brainiac's intervention was about sixteen and a half million." Zod said in a quiet voice, his gaze fixed on one microscopic figure. "Including my wife… Ursa Dru-Zod."

Doom looked at the Kryptonian General for a long moment.

"I know the pain of losing a loved one too." he said, foregoing his usual bombastic style of speaking. "If it is within my power, I shall see the two of you re-united once more."

"Victor, we need a fourth opinion here!" Reed called. "We think we've found a way to reverse the shrinkage!"

Zod stared at the trio in desperate hope.

"You may wish to prepare a place to put Kandor." Doom noted as he turned to join the trio of scientists. "So, show Doom what you have and Doom will demonstrate how to do it better!"

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"Sixteen million." Xavier repeated in a shell-shocked voice. "The knowledge of what fifty Kryptonians could do at full power was terrifying enough, but… sixteen million?"

"It won't be that bad, not for a while." Clark said reassuringly. "For starters, it took Zod and the others almost a full year to fully power up. Sure, they got many of the powers within the first couple of weeks, but building up the reserves to allow you to use the powers for prolonged periods? That takes months, if not years. I could easily outlast a dozen newly-empowered Kryptonians with only minimal injuries. However, we are keeping it quiet for now. Better to present it as a done deal than put up with protests and sabotage as people try to prevent the Kryptonian race from being revived."

"I can see your point." Charles agreed.

"That reminds me." Clark said thoughtfully. "When they do un-shrink Kandor, I'll need to borrow Jean for a while… and do you know any other telepaths who can connect with Kryptonian minds?"

"I believe that Sage can do so." Charles mused. "As for others… none whom I would trust come to mind…"