What if Superman arrived in the MCU and everything changed?

by choejhulkp9

The Multiverse is a wide and vast expanse of possibilities. Some lead to disaster and endless turmoil while others give birth to possibilities never thought possible. What happens when a new hope is brought to a new world? How deep would the changes go? How much of time and of the universe would change? Let's find out.

1. Origins

Hey everyone, here is a story I got inspired to write and think about after reading some really good Superman/crossover stories. Four of my favorites are The Return of Hope by Masso 2010 for Superman and Mass Effect and Avengers of Steel by Reyel for Superman and Avengers. And two of Luke5921 stories, Kal Son of Odin which is a Superman story of him arriving on Asgard in the MCU and A Supe of a Man which is a Superman/The Boys crossover. Check them out when you can. They're really good. And after watching What If on Disney Plus along with Justice Society World War 2 gave me an idea. Superman arriving on Earth-19999. What would that world look like with a new hero and guardian? Enjoy!

The vast emptiness of space seemed to go on for infinity. Its wonders both amaze and strike trepidation in those lucky to see it with a vast number of worlds and stars to call it home. No one knows all its wonders but one being does.

A strange being with glowing white eyes, a large cranium, and flowing blue cape could be seen as existence itself was born.

"Time…"

The shimmering image of a man in a black metal suit with a distinct cat-inspired helmet appeared through beams of light. It was the Black Panther of Wakanda.

"Space…"

A blonde woman in red and blue armor with a star emblem on her chest appeared. She stood proud with her hands on her waist. Carol Danvers otherwise known as Captain Marvel.

"Reality…"

The red and gold clad Armored Avenger. Tony Stark AKA Iron Man in the Iron Man Armor mark 85.

"It's more than a linear path."

Thor Odinson of Asgard and Natasha Romanoff AKA Black Widow appeared followed by Steve Rogers AKA Captain America before a crack in the shimmer of light split into various points of view of different people.

"It's a prism of…endless possibilities."

Said crack began to multiply into more cracks as other people began to appear.

"Where a single choice can branch out into infinite realities."

The cracks then broke apart like pieces of a puzzle with each piece no matter how big or small showing a unique moment of time for various people. One showed Peggy Carter going about her business as usual at the SSR during World War 2 while another showed the Hulk fighting off against the Abomination when two new viewpoints crossed paths with them. They showed Peggy Carter garbed in combat gear and wielding a shield while the other showed the Hulk fighting off against an army of Zombies. There were millions if not billions of other worlds in a literal endless void of possibility.

"Creating alternate worlds from the ones you know."

The mystery figure appeared with a bright star over his right eye.

"I am the Watcher. I am your guide through these vast new realities. Follow me and ponder the question…What If…?"

What If…Superman arrived in the MCU and everything changed?

Origins

The shards of light that showed various worlds began to disappear until one remained. It showed events playing out on earth with various individuals who came together to form Earth's Mightiest heroes.

"What makes someone a hero?"

The Watcher asked as the events of this earth played out. They showed the once uncaring Billionaire playboy Tony Stark change after a moment of clarity in an Afghan cave and become Iron Man.

"Is it what they do?"

Another image showed Steve Rogers as Captain America fighting against Hydra and the German Army in World War 2.

"Is it what they stand for?"

New images showed Thor reclaim his right to Mjolnir after experiencing true humanity and humble himself, culminating in his final selfless act to sacrifice himself for others. Dr. Bruce Banner coming to terms with the beast within after years on the run to use the Hulk for good. Clint Barton willing to fight alongside the Avengers and to give up his life for the Soul Stone to help bring back people after Thanos snapped them out of existence. Natasha Romanoff trying to become more than just the assassin the Red Room trained her to be and be something better with SHIELD and then the Avengers.

"Is it the challenges, pain, and loss they overcome that allows them to walk through darkness and still have light in their heart? Is it something you learn to be?"

New images showed Bucky Barnes as the Winter Soldier committing assassinations under his mind control before it fast forwarded to his future and showed him fighting alongside Sam Wilson, the new Captain America and making amends for all the death he caused. Matt Murdock learning to use his blindness as a power and protect the people of Hell's Kitchen. Despite the inner darkness he had to face and trials of what he did, he rose to assume his mantle of Daredevil. Peter Parker, a young high school student learned that his powers came with responsibility.

"Or is it something you are born to be?"

All those images vanished before a new one appeared on a distant planet millions of lightyears from Earth that orbited a red sun.

"One seemingly inconsequential decision…one act changed the fate of an entire species to extinction. It's last surviving son would be humanity's greatest protector. He would stumble…he would fall…but in time…he would lead everyone into the light.

Planet Krypton, Andromeda Galaxy 0BC Earth Time

The harsh conditions of the Planet Krypton along with its red sun had an effect on its inhabitants, both the animals and the Kryptonians who called it home. It was once a world of colonists and explorers who ventured out into the cosmos and colonized other worlds. They were times of peace and plenty but like all good things they must come to an end. Krypton's ruling council implemented artificial population control and their outposts on other worlds were abandoned with the planet's natural resources exhausted to the point of danger. Not only that but the Kryptonians learned a dark secret. Their planet's core held a burgeoning Celestial embryo that was nearing its birth and if that happened then Krypton would be no more.

The Kryptonians have been around for millenniums and in their time they had advanced beyond other species to learn science and secrets that others never even dream of. One such secret was the existence of a group of beings known as Celestials. Many would call them gods and that claim was often not challenged. The Celestials were the oldest race in the universe. Entities with vast matter and energy who were present before the dawn of creation and brought life into existence throughout the cosmos. During the early primitive years of Krypton, the people revered one Celestial as their god and called him Rao. But as time went on and the Kryptonians became more intelligent and scientifically capable, they understood the truth of their god as a Celestial.

To bring new life into the universe, planets are seeded with nascent Celestials which can be born onto planets with intelligent life. Krypton was such a planet and that discovery was the work of Krypton's greatest scientist. Thanks to his efforts, they stopped the Celestial emergence to give their planet time before its end but it was not a joyous occasion. Despite the intervention, Krypton was near its end and its instability would marked the end for its people. What came next would be fear, anger, and the last minute desperation of a man to hold on to what could be saved. But not all was lost as the distinct cries of hope could be heard at the home of Krypton's greatest scientist, Jor-El.

The pained screams of a woman could be heard at the El household as Jor-El's wife struggled with the natural birth of their son. Due to the artificial population control the birthing process was done in Genesis chambers but Jor-El and Lara wanted their son to be Krypton's first natural birth in centuries. Someone unhampered by the birthing pods and incubation chambers who could forge his own destiny and not a path predetermined by the council. Jor-El held Lara's hand as he monitored the baby's progress via his service robots. Despite the tremendous pain, Lara persisted through the birth and soon enough her screams of pain were replaced with the cries of a healthy baby boy.

Jor-El held his son in his arms with pride that only a father could feel. "My son…many years from now when they tell the story of your life. All of your accomplishments and achievements…they'll be telling the story of Kal-El." Jor-El kissed his son on the head before walking over so he and Lara could share this moment. Unfortunately, it wouldn't be a moment to last.

Several days later…

Jor-El called for an immediate emergency session with the ruling council of Krypton to go over his findings and the drastic circumstances they were now under. "Do you not understand what you've done? Halting the emergence buried deep in Krypton's core stopped the celestial birthing process but you were not to harvest its energy! Krypton's core is now collapsing! Why didn't you heed my warning!" Jor-El shouted.

"We needed energy. You, yourself postulated that the energy found in the Celestial gestation could be used for power." A councilmember reminded him.

"Yes but I told you to take no action in trying to extract the cosmic energy until I could do more research. We have no idea what would happen if we stopped the emergence of the Celestial embryo deep in the planet. The Celestial Rao may have blessed Krypton and our space sector with life but we still do not know what dangers we may have brought onto ourselves." Jor-El told them. "We are dealing with forces beyond our control and we may now only have a matter of weeks. I warned you. Halting the Celestials emergence was dangerous and draining the being of its energy has sealed our fates."

"Our energy reserves were exhausted. What would you have us do, Jor-El?" A councilman asked him.

"Look to the stars, like our ancestors did! There are habitable worlds within reach. We can begin by using the old outposts." Jor-El told them.

"As you seriously suggesting that we evacuate the entire planet?" The head councilwoman asked him.

"No. Everyone here is already dead." Jor-El stated. "Give me control of the Codex. I will ensure the survival of our race. There is still hope. I have held that hope in my hands."

[Explosion]

Jor-El and the others were surprised by a sudden explosion that destroyed the council chamber door and produced a thick cloud of smoke. The three guards by the door were quickly gun downed by energy blasters. Through the smoke Jor-El could make out the silhouettes of people before he saw General Zod walk through flanked by members of his own personal regiment. All of them were wearing their armor and carrying weapons. "This council has been disbanded!" Zod announced.

"On whose authority?" The councilwoman was insulted at his presence and interruption.

"Mine." Zod raised his blaster and fired a blast dead center at the councilwoman, killing her. "The rest of you will be tried and punished accordingly!"

Zod nodded to his second, Faora-Ul and she ordered her men to seize the rest of the Council. "What are you doing, Zod? This is madness!" Jor-El told him.

"What I should have done years ago. These lawmakers, with their endless debates, have led Krypton to ruin!" Zod shouted.

"How is this their fault, Zod. We both were part of the decision to halt the Celestial's birth. This is as much on our hands as it is there." Jor-El reminded him.

"Only it wasn't my men who foolishly extracted cosmic energy from the Celestial for fuel. You warned them and I warned them and now our planet is doomed. I've held my tongue and did my duty but no more!" Zod blasted another councilor in anger. "No more will we let this idiotic bureaucrats lead our people to extinction!"

"And if your forces prevail…you'll be the leader of nothing." Jor-El informed him.

"Then join me. Help me save our race my friend." Zod pleaded with Jor-El. "You are Krypton's greatest scientist and the most brilliant man in this entire galaxy of the universe. You alone discovered the truth hidden in our planet's core and you alone devised the process to halt the Celestial emergence and if it weren't for the council then we would have more time. So, join me and use that intellect of yours towards our salvation. We'll start anew. We'll sever the degenerative bloodlines that led us to this state."

Jor-El could see through Zod's words of honey to find the poison underneath. "And who will decide which bloodlines survive, Zod? You?"

"Don't do this, Jor-El. The last thing I want is for us to be enemies." Zod told him.

"You have abandoned the principles that held us together. You've taken up the sword against your own people! I will honor the man you once were, Zod…not this monster you've become." Jor-El answered and Zod was disappointed in his friend.

"Take him away." Zod ordered so three men took him away for detainment. As they walked down the hallway, Jor-El's service robot arrived.

"Sir, is everything all right?"

"Out of the way!" The soldier ordered only for Jor-El to give the drone a subtle nod before closing his eyes. The drone released a bright flash of light that blinded the three soldiers and gave Jor-El his moment to act. Jor-El knocked a gun away and headbutted the soldier on his left before punching the soldier on his right in the side. He grappled with him and knocked him into the third guard before blasting one of the men with an energy blast. He was hit in the face but quickly recovered, kicking out the soldiers leg and then elbowed the soldier behind him before blasting the two of them dead.

"Get me Lara." Jor-El ordered and the drone connected him to his wife.

"Jor. Behind you!"

Jor-El quickly turned and blasted two more of Zod's men. "Lara, you have to ready the launch. I'll be with you as soon as I can."

Jor-El walked out of the Council building and saw a literal civil war being waged between Zod's faction and the part of Krypton's army that stayed loyal to the council he was trying to overthrow. Jor-El called his flying mount and hurried to Krypton's incubation and genesis chamber where Krypton's children were grown. Without fear, Jor-El dove into the chamber and retrieved the Codex which was the skull of an ancient Kryptonian and is the genetic template for every single Kryptonian yet to be born. It's what would allow the Kryptonian race to be reborn and continue onward. After stealing the Codex, he returned to his home where he began readying it to be merged with the DNA of Kal-El. Krypton was dying but there was a chance for his son to survive.

"Kelex, did you put in the coordinates?" Jor-El asked.

"Yes. Planet Earth. Orbiting a yellow sun, just as you said it would." Kelex answered, showing him the galaxy they were sending Kal-El to along with the information they had.

"Earth? The planet your ancestors visited years ago?" Lara asked Jor-El.

"Yes. It orbits a young star which will make Kal-El stronger." Jor-El said as Kelex brought up the scans of the planets lifeforms native to the planet known as Homo-sapiens AKA Terrans AKA Humans.

"But they are so primitive and barbaric." Lara told him.

"We were so different?" Jor-El asked her. "They're a young species but with a capacity for good."

"He'll be an outcast there. A freak. They'll kill him." Lara worried.

"How? He'll be a god to them." Jor-El assured her but Lara was still worried. Whether it was about the planet or just about leaving her child was hard to say. Probably both.

"What if the ship doesn't make it? He'll die out there. Alone." Lara looked down at her son and her heart broke in two. "I can't do it. I thought I could but I just can't."

Jor-El walked over to his wife and held her hands. "Lara…Krypton is doomed. This is his only chance. It's our peoples only hope. I'll upload the Codex."

"No wait…" Lara begged him. "Just let me look at him. We'll never get to see him walk. Never hear him say our names."

"But out there…among the stars, he will live." Jor-El assured her as she kissed Kal-El on the head. Jor-El kissed his son and placed him on a blanket before he activated the infusion process. The Codex was slowly integrated into Kal-Els genetic structure so he now carried with him the future of their race. Once the procedure was complete, Jor-El went to another console and placed his command key inside a slot which opened up a compartment revealing a glowing red rock. It was a sun crystal which was a rock of immense energy more powerful than anything seen in certain parts of the universe. The sun crystal would be the power and key to unlocking the ancient Kryptonian Crystal of Knowledge hidden away on earth. When Kal-El was ready, he would search for it and it would give him everything he would need. "It's time, Kelex."

"It has been an honor, sir." Kelex told Jor-El before he removed Kelex's memory core and liquid geo interface. He placed them inside a small compartment in the capsule along with the sun crystal before closing it. He then inserted his command key into the ship's slot to power it up.

Lara and Jor-El looked at baby Kal-El and committed this sight to memory. "Goodbye my son. Our hopes and dreams travel with you. You will travel far, my little Kal-El but we will never leave you. Even in the face of our deaths." Jor-El gave his son one last kiss as Lara cried tears of sadness and despair. Jor-El pressed the command key in and the capsule was raised into the rocket which would take it to Earth. The planet was 21 million light years away but with the ships phantom drive it would make the trip.

Jor-El donned his family armor and Lara prepped the launch sequence when Zod and two of his men walked in. "I know you stole the Codex, Jor-El. Surrender it and I'll let you live." Zod offered.

"This is a second chance for all of Krypton. Not just the bloodlines you deem worthy." Jor-El stated and Zod sensed he had done something.

"What have you done?"

"We've had a child, Zod. A boy child. Krypton's first natural birth in centuries. And he will be free to forge his own destiny." Jor-El said with all the pride he had as a father.

"Heresy! Destroy it!" Zod ordered but before his two men could open fire, Jor-El shot them dead. Zod and Jor-El engaged in a fist fight with Jor-El managing to hold his own while Lara finished the ignition sequence for the rocket. Jor-El recovered from a punch and kick to the side before putting Zod into a submission hold. Just as Lara was about to launch it, Zod tried to plead with her. "Lara, listen to me! The Codex is Krypton's future! Abort the launch!"

Despite his pleas, she went through with it and the engines on the rocket ignited, taking it out of Jor-El's lab and into the atmosphere. "NO!" Zod shouted in anger before activating his wrist blade and stabbing Jor-El in the stomach. Jor-El felt the life slowly leave his body but his last visage was of his son's pod leaving so he could die in peace. Lara rushed over and knelt beside her husband's body as Zod touched the wound on his head. "Your son, Lara. Where have you sent him?"

"His name…is Kal-El, son of Jor-El. And he is beyond your reach." Lara stated in defiance.

Zod walked out of Jor-El's lab and looked up at the rocket in the sky. "Bring that ship down!" He ordered. One of his men in a Kryptonian starfighter flew after the rocket and locked on to its heat signature but before it could fire it was destroyed by a missile. Zod could only watch helplessly as the rocket engaged its Phantom drive and warped away. Zod and his men were soon surrounded by the Kryptonian army and his coup had failed.

Several Days later...

Zod and his men were restrained and gathered before what was left of the council as well as Lara for their punishment. "General Zod, for the crimes of murder and high treason, the council has sentenced you and your fellow insurgents to exile in the Phantom Zone. Do you have any last words?"

Zod rushed forward in a fit of anger but the guards stopped him in his tracks. "You won't kill us yourself but you'll damn us to a black hole for eternity! Jor-El was right! You're a pack of fools! Every last one of you! And you!" He rushed towards Lara but the guards restrained him. "You believe your son to be safe?! I will find him! I will reclaim what you have taken from us! I will find. I will find him, Lara. I WILL FIND HIM!"

Zod and his 12 surviving conspirators were put into a ship and sent to the Phantom Zone which was prison dimension that Krypton used to house its dangerous criminals and existed outside of time and space. Zod and his men would spend the rest of their lives trapped there in its horror but considering what was going to happen to Krypton it was a blessing in disguise.

Lara placed Jor-El's armor safely away back home before she walked to a nearby window to witness the end of her planet. The planet trembled and volcanoes spewed lava from the ground. Billions of others across the planet fled in terror but there was no place safe. "Lady Lara, shouldn't you find refuge?" Her service robot asked her.

"There is no refuge, Kelor. Jor-El was right. This is the end." Lara watched the collapse of her planet before looking up at the sky with tears of sadness mixed with hope. "Make a better world than ours, Kal." Soon enough she was consumed in fire and the planet Krypton imploded in an explosion of cosmic energy from the dead celestial. The remnants of Krypton were sent out across the universe and where one planet used to be, now asteroids were all that remained.

Soon, a towering red figure shimmered into view to look at the destruction. It was the Celestial known as Arishem. "A waste. This planet's Eternals failed in their goal." Arishem said before he vanished.

The Watcher appeared in the stars and observed Krypton's destruction. Billions of souls gone in an instant. "And like that…an entire species was gone. It's once great people were wiped out by their own doing."

He then watched Kal-El rocket warp through time and space towards earth. Krypton was in the Andromeda Galaxy which was millions of lightyears from the Milky Way. While thousands of years passed in the normal flow of time, the rocket's phantom drive would get it to earth and only three years would pass for little Kal-El. "But a small glimmer of hope still burned bright…and his story would be echoed through eternity."

Line Break xxxxx

Smallville, Kansas 1921

The small town of Smallville, Kansas was aptly named because it was a small town. The kind of town that you'd pass by without a second glance. But that had changed with the influx of wheat, corn, and cattle farming that changed Smallville from a small rural town into a much larger but still kind of small town. The town expanded at the turn of the century due to the influx of the farming wealth which brought over some development from urban companies and groups. Plenty of stores, a nearby coal mine, some factories, the development of the Smallville basin which brought new life into town and the creation of a railroad station turned Smallville into a Midwestern hub.

The development brought more people, technology, and resources to Smallville with it being one of the few farming towns to have clean running water and electricity in several of its farm houses. It was still a farm town and many of the families that lived there had been there for generations but it had expanded. One such family was the Kents who were apart of Smallville history. Jonathan Kent ran the Kent farm outside the town and was a pillar of the community. A strong, compassionate man with a dedicated work ethic and high moral values. He believed people should be honest, ethical, and sincere. And the only one who could handle Jonathan Kent was his wife, Martha. She was a passionate, strong, and resourceful woman and the perfect foil for Jonathan. While some saw her independence and no-nonsense attitude as unbecoming of a woman, Jonathan was not one of them. The two knew they were in love at first sight and married young out of high school but despite the long and happy years there was one thing missing. A child.

Jonathan and Martha were finishing up shopping in town. Martha sat in front of the wagon by the horses as Jonathan loaded up the last of the supplies before he sat down next to his wife and saw she was a bit down. She was looking over at a mother and father of three. An eldest son, a younger daughter and new born baby boy. "Martha?" Jonathan reached over and held her hand.

"I see those little faces…and it's all I ever want." She replied. Jonathan held her close and kissed her on the head before taking the reins to lead the horses back to the farm. The trip took a while with the horses going at an easy speed but it was a nice and quiet afternoon that was suddenly interrupted by a sudden star appearing in the sky. "Jonathan, what's that?"

"It's too early for a shooting star." Jonathan pointed out when they saw the star getting closer and closer. It wasn't a star but more a giant ball of fire heading straight to the ground.

"Oh my god, Jonathan!" Martha held him close as he pulled a lever so the wagon stopped just as the ball of fire crashed down next to them in a nearby field. The sudden stop and shockwave of whatever landed caused one of the wheels on the wagon to come off and crash while Jonathan and Martha fell off the wagon. Despite the crash they would be fine. Just some bruises and maybe a headache.

Jonathan groaned in pain as he saw his wife lying next to him who was reeling from what happened but she was alive. He could hear the horses neigh and whine in fear but managed to see the wagon nearby. It was still intact and just missing a wheel. That's when he saw some small feet walk over and couldn't believe it if he didn't see it with his own eyes.

"Martha?" Jonathan called out as she slowly looked over and saw what he did. It was a boy, maybe three years old with dark brown hair and blue eyes, smiling at them…and he was naked. Martha quickly grabbed a blanket from the wagon and wrapped it around the young boy as she and Jonathan checked out if his parents were nearby and what crashed down next to them. "Boys just don't fall out of the sky, Martha."

"Then where did he come from?" Martha wondered.

"I don't know. He must have parents." Jonathan said when they arrived at the impact crater of whatever crashed down and they couldn't believe it. They weren't sure what they were seeing but it wasn't a plane, a car, or a wagon. It looked…alien and completely unscathed despite having crashed down. Given how the vessel was empty they realized it was where the boy came from.

"Well, I'm pretty sure they're not from Kansas." Martha pointed out as Jonathan looked up at the sky to see if there was anything else coming down. He looked over and saw Martha smiling at the boy who had taken a liking to her.

"Sweetheart…we can't keep him. What are we gonna tell people? We found him out in a field?"

"We didn't find him…he found us." Martha answered, holding the boy close as he nuzzled into her arms. Jonathan looked around before he saw the little boy reach a hand out so he took his hand with his finger and couldn't help but smile.

"All right. Well, let's get him out of here before someone shows up." Jonathan suggested as they returned to the wagon. It was luckily still in one piece but the wheel needed to be replaced. Martha placed the boy on the ground so she could help Jonathan with the repairs. He struggled to lift it up so she could place the wheel back on its axel but with the supplies they bought it was too heavy. That's when it was suddenly lifted up about two feet and they saw the boy lifted it over his head with his hands. "He's definitely not from Smallville."

Jonathan and Martha Kent managed to push the wheel onto the wagon and hurried back home as the Watcher's Astral figure appeared in the sky looking down at the scene. "This. This one moment will change everything. The random act of kindness and compassion a husband and wife gave to an orphaned boy…would change their lives forever. As well as the course of history as we know it. So much change from one little moment."

Time Skip…

Manhattan, New York April 1942

Manhattan, New York City was always busy but even more so with the start of the second world war. After the Japanese attack on Pearl Harbor, President Roosevelt and US congress declared a state of war against the Axis powers. Everyone now had a common enemy and purpose. Companies and factories across the country made vehicles and weapons for the war like Ford who began making jeeps and Stark Industries who began producing airplanes for the war effort. It helped push new jobs for everyone which was a good thing as the production of war time materials and sale of war bonds would help in the fight against the Axis powers.

Manhattan was also home to certain branches and groups of the US armed forces and allied intelligence. One young private was on his way to a meeting with his commanding officers for the regular quarterly intelligence gathering where various heads would meet to share intelligence. He was tall but his posture was slouched or hunched over. He was wearing a large overcoat and baggy military fatigues to hide his 6ft3, broad shouldered, and well-built physique. He had slicked back black hair, blue eyes, and even with the black rimmed glasses on his face he was very handsome. The sort of definition of tall, dark, and handsome and people noticed given the looks and giggles he was getting as he passed by the women on the street.

This private was young 21 year old Kalvin Elbert from Kansas city, Kansas but he was actually Clark Joseph Kent from Smallville, Kansas now working as a private for the Eastern European unit of the Military Intelligence Service based out of Camp Ritchie of Blue Ridge Summit, Pennsylvania. He had been in England for the past several months working in intelligence but was now back in the states with his lieutenant for a meeting. You'd think that with his size and physique that he'd be in the army and he wanted to be fighting but his circumstance wasn't exactly…normal. He had crash landed in Smallville in an alien spaceship and he was different then everyone else. You'd hear that statement from everyone but he was different considering he could run faster than a train, lift a two-ton tractor with one arm behind his back and his skin was harder than steel. His parents always protected him and kept the secret of his origins from everyone. It was a hard way to grow up but despite him not being from earth…that never changed his parents love for him.

Clark arrived at the government building where the meeting was taking place and checked in before being escorted to the conference room. He was the first one to arrive so he placed his large stack of files on the chair next to him, took out his journal and began writing things down.

Flashback…

"My most vivid memories are of the days my life changed. I remember coming to this earth, feeling the sun on my face for the first time. Hearing the voices of my parents."

Jonathan and Martha Kent look at the baby Clark Kent walk up to them after his spaceship crashed down near them.

"My mother called me their greatest surprise. And boy, there sure were lots of them."

A young six year old Clark was sitting outside on a blanket while he played with some toys under the watchful gaze of his parents. Jonathan did some repairs on his tractor while Martha hung up some laundry. Clark stood up and threw a baseball which punched through the side of the house with the force of a bullet. Young Clark stood there confused and his parents shared the same look along with concern.

"I remember loving Smallville. The people, the community. How the small things were the big things and I thought I'd live there forever."

A 17-year old Clark Kent helped his friends set up the banner for the Smallville Harvest day festival. Despite the tough times the depression brought, Smallville was a close knit town of family and friends who supported one another. And it helped that the Kent farm was able to stay in good footing. As Clark got older, his parents helped him with his unique abilities. He could do the work four farm hands could in half the time.

Clark smiled in anticipation as his parents joined him when Jonathan began to feel weak and grabbed his chest in pain before he collapsed to the ground.

"JONATHAN!" Martha cried in horror as she tried to wake him up.

"Dad?! DAD!" Clark neared his side but he was unresponsive. "SOMEONE GET HELP!"

The people nearby rushed over to help or went to get the police or a doctor but it was too late. Jonathan's funeral was held soon after and everyone in the town was in attendance. Martha and Clark held one another and could only cry tears of grief and sadness. Smallville lost a hero that day.

"But my father's death put in motion a new path in my life."

Clark walked into the storm cellar below the barn where he found the spaceship that brought him to earth. After years of putting it off, Clark put the S-shaped key he wore around his neck into his spaceship. His father told him the truth when he was 14 and showed him the key and swore that no matter what…he would always be his father but that he had a greater destiny waiting for him. No matter how long he had to wait…he owed it to himself to find out why he was sent to earth.

He opened his rocket and found the compartment where Kelex was residing. The robot explained that Clark's real name was Kal-El and he came from the planet called Krypton. His father sent him to earth to protect him from their dying planet and to help humanity. Kelex would be here to assist Clark and help protect him, leaving its main operating core in the ship while making a small version in the form of a watch. Kelex would be with Clark always and be able to help him. He also found the sun crystal but it wasn't active and Kelex informed him that it wasn't ready to be activated. He would monitor the crystal's progress and when it was ready it would lead Clark to all the answers he could want.

Four years passed on and Clark stayed on the farm to help his mother and keep the Kent farm prospering. Martha wanted him to go to college but Clark knew that affording it was going to be difficult and he needed to be on the farm to look after her. He worked the fields, bucked hay, tended to the animals and everything Jonathan taught him. He'd be proud to see him working hard.

Now at the age of 20, Clark had grown into a strapping young man who was definitely catching the eye of several of the lovely ladies of Smallville which is something his mother brought up. It was never too late to find a nice woman to settle down with. The two were making a run into town for supplies when they noticed everyone gather around a radio for a sudden broadcast from President Roosevelt. The Japanese air force bombed Pearl Harbor Hawaii, killing three thousand Americans, and declaring war on the US which President Roosevelt returned in kind. The US had now joined the second world war.

"But then everything changed when the war came to the US. I wanted to help and do my part but my mother wasn't thrilled. I guess you could say…I'm not like everyone else."

Clark was standing on the front porch with a conflicted look on his face. His mother joined him and she knew what he wanted to do. It was dangerous and she reminded him that he was different and of his father's worst fear. If people found out about Clark…they'd reject him and treat him with fear and anger or the government would take him away. Clark understood that but he also felt that given all his powers he couldn't just sit around on the farm and do nothing while brave men went to war. She understood but was still worried when Kelex produced a suggestion. Clark could join the army under a fake name so no one knew it was him. Some minor adjustments to how he held himself or walked and he could work in an intelligence manner which meant he would still be helping and giving the armed forces valuable intel for the war without putting himself in the spotlight. Kelex and Clark would fix the army physical and make it so he couldn't go into the field. Given the technological limitations of Earth, Kelex would be able to fool them very easily. And if the worse came to be when he needed to go into the field and use his powers, it'd be the alias people knew about instead of Clark.

"But helping however I could was better than doing nothing."

Clark went to his physical wearing thick black rimmed glasses, adjusted his hair and how he carried himself by adopting a mild-mannered and reserved nature. Clark just put on his physical form that he was severely near sighted and had asthma and they were able to do a quick blood swap when no one was looking. Granted, finding blood that showed asthma was difficult but not impossible. In the end it might not have mattered as the second the doctor saw severely near sighted and asthma he rejected Clark for field deployment and was recruited into intelligence after an aptitude test. It helped that he could speak multiple languages which was easy to his brain.

End flashback…

"Kal."

Clark was brought out of his flashback when he saw his superior, Lieutenant Warren walk in. "Sorry, sir." Clark stood at attention.

"At ease, Elbert. We're early." Lieutenant Warren put his hat and files down on the table. "Nice work on the files. You're a natural."

"Thank you, sir." Kent nodded before handing him one more. "Also, sir. I finished this report last night. I think you should see this."

Lieutenant Warren looked it over and it was intriguing. "You managed to break this encryption when everyone else has been struggling for months. Sometimes I think you're too smart to be an enlisted soldier, Ebert. You should have become an officer."

"I'm doing all I can, sir. I just hope it's enough." Clark admitted.

"It is, Kal." Lieutenant Warren assured him. "Look, I just got done talking with some of the others in intelligence. I know it's not what you'd expect. You want to be off fighting and everything but this work here matters, too. If it weren't for us then the boys out there would go in blind. Everything we do keeps them safe. Remember that."

"Yes, sir." Clark replied as more people began to fill the room. Army, Army Airforce, and Naval intelligence officers along with British liaisons when Clark noticed an older Colonel followed by a woman wearing army fatigues. She had brown hair, bright red lipstick and exuded the confidence that she belonged with the men in this room and could kick their assess with ease.

Then in walked General Taylor and everyone stood at attention. "At ease, everyone." They all relaxed and sat down when the General did. "Ok, let's get this meeting started. What do we have?"

The intelligence meeting went on for over an hour as intel was exchanged and verified. Valuable intel that would help in the planning of the war and deployment of troops for the US and its allies. Lieutenant Warren had plenty of good intel to present on the German and Italian troop movements in Europe and North Africa along with movements in Russia before moving into reports on activity in the Atlantic and Mediterranean. The meeting was just about over so General Taylor had his assistant prep all the files he would present to the other generals and president.

"Well done, all of you. This is good intel we've gathered. Keep your teams working diligently and we can end this war soon. Any last questions or concerns?" General Taylor asked everyone.

"Actually, sir there is one more from our team." Lieutenant Warren raised his hand and handed General Taylor the file Clark worked on.

"Norway?" General Taylor was confused as to why a German garrison movement there was cause for concern when they've occupied the country for a year now with no resistance.

"Yes, sir. We've managed to break the heavy encryption the Germans are using for their more secretive movements and latest intel suggested that an SS garrison recently laid siege to the town of Tønsberg, Norway. There were no survivors." Lieutenant Warren explained and the General looked it over.

"This is impressive intelligence, Lieutenant. Well, done." General Taylor praised him.

"Thank you, sir but this was done by Private Elbert." Lieutenant Warren motioned Clark to stand up and he did.

"Private Kalvin Elbert." Clark saluted the general.

"Jesus, you're a big boy son. What the hell are you doing in intelligence? You should be out in the field." General Taylor remarked.

"Thank you, sir but I'm pretty much blind and have asthma. I was recruited into intelligence." Clark replied, touching his glasses which were just plain glass.

"Private Ebert is one of our best analysts. Helps he speaks, reads, and writes multiple languages." Lieutenant Warren added.

"Really?" Colonel Phillips asked.

"Yes, sir. French, Italian, Russian, German, Spanish, Turkish, Polish, and Japanese. My Mandarin is still a little rusty." Clark answered and everyone was impressed. "Anyway, according to the transmissions we intercepted the town that the Germans attacked was just a fishing village with no strategic or military value. The only thing of note were old Norse and Viking castles in the surrounding area. Whatever they wanted it must have been important since the Germans killed everyone there. We did manage to get the name of the leader. Johann Schmidt. There's not a lot on him but we do know he's a member of the Nazi Party, a member of the Thule Cult society and a high ranking member of the SS."

General Taylor looked over at Colonel Phillips and Agent Peggy Carter who shared looks of intrigue. "Well done, all of you. Keep up the good work."

"Ten-hut!"

Everyone stood at attention as General Taylor walked out of the room. Once he was gone, everyone packed up their belongings and made their way out. Lieutenant Warren walked out with of the building with Clark right behind him.

"Well done, Kal. I think the general was really impressed with what we managed to find. Good work."

"Thank you, sir." Clark replied, fiddling with his glasses a bit. He wasn't fixing anything as his glasses weren't really needed. They helped with the disguise and fidgeting with them was just sort of a habit at this point.

"Well, our flight doesn't take off until tomorrow afternoon so we've got the night and morning in the city. Enjoy the rare evening pass, Elbert. I'll see you tomorrow." Lieutenant Warren gave him a mock salute before walking off to enjoy his night in Manhattan.

"Sounds fine to me." Clark replied, kind of happy to have a night off in Manhattan. He walked down the street and stopped at the nearest payphone to call home.

[Ring…ring…ring…]

Clark stood at the phone booth and waited for his mother to pick up when two young women walked past him. They whispered to one another and chuckled as they looked at Clark, even looking back at him when they walked away.

"Hello, Kent residence?"

"Hey, mom. How are you?"

"Clark, oh, I'm fine. How are you doing? Are you all right?"

"I'm fine, mom. I'm ok. How's the farm?"

"Oh, we're doing great. Mr. Gunderson has been very gracious in having some of his men help me with the more challenging work. And he and his wife check up on me all the time."

"They're a good family. Tell them that I've heard Richard is doing well at basic training. I'll try and keep my ear to the ground and keep them informed." Clark promised.

"Thank you, Clark. I know they'll be happy to hear that. How are you doing? Having any trouble?"

"Not as much as I thought I would but I'm all right. I'm in New York right now. My Lieutenant and I arrived for a meeting." Clark told her.

"Really? New York? Is it as great as people say it is?"

"It's definitely not Smallville, that's for sure. A lot of people, lot of cars, and a lot of noise. I'm telling you, mom, it's taking half my focus to block out the excess noise here." Clark stated. "But it's not that bad. I've got an evening pass. My lieutenant and I leaving tomorrow.

"Well, you should use that time to do some sightseeing. See if you can go to the Statue of liberty and take a photo."

"Will do."

"And maybe if you meet a nice girl you should take her out to dinner. And who knows? Maybe she will be the future Mrs. Clark Kent?"

"Kind of hard to do when I'm not even using my real name now."

"Oh, sweetie I know it's hard but I want you to find someone special. There is someone out there for you, I know it."

"Thanks, mom. I love you."

"I love you too. Stay safe, sweetheart. And come home soon."

"I will mom. I love you." Clark gave her a kiss over the phone before hanging up and going somewhere to get something to eat. He bought a newspaper and walked into a nearby Automat where he took a seat at an empty table. A waitress came over and poured him a cup of coffee. "Thank you."

"Don't mention it, handsome." The waitress smiled as she took out a notepad. She subtly fixed her shirt to try and get Clark's attention but all he really noticed was her nametag that read Annie. "So, what can I get you?"

"Uh…" Clark looked over the menu to decide what he wanted to eat. "How's your turkey club?"

"Best in the city." She replied.

"I'll take that and a Coca-Cola, please." Clark ordered and she wrote it all down.

"Coming right up." She walked away to put his order in and Clark read the newspaper. Headline: Japan advancement in Asia. Fighting in North Africa Rages on.

Clark let out a sigh as he read the article. A part of him still felt bad that he was so worried about his secret that it kept him from using his powers to help in the war. Hard to believe he was sent here to help humanity when they're trying to kill each other in a world war. And it's not even their first one either. Clark changed to the sports section when he heard the clack of heels and scuffle of shoes before a military hat was placed down at his table.

"How's the coffee?"

Clark looked up and saw it was the older colonel and woman from the intelligence meeting. "Colonel…" Clark put his paper down and stood up when the man motioned him to stop.

"At ease, son. You can relax. You're not on duty." The Colonel told him as he and the woman sat down at the table with him. "Private Elbert, is that correct?"

"Yes, sir." Clark replied when another waitress came by and poured the Colonel and woman some coffee.

"I am Colonel Chester Phillips and the woman next to me is Agent Peggy Carter of MI5." Colonel Phillips introduced him and Agent Carter.

"Colonel, Agent Carter. How can I help you?" Clark wondered.

"Oh, we were just trying to find someplace to eat and saw you. Figured you didn't want to eat alone." Colonel Phillips commented as he sipped his coffee.

"Your work on the intelligence files is exceptional. You have an eye for details and information that most people don't." Agent Carter told him. "And as someone who was MI5's most prolific code breaker that's saying something."

"Thank you, ma'am, uh agent, sorry." Clark replied.

"It's all right. How did you get so good at codebreaking?" Agent Carter wondered and Clark just shrugged.

"I've just always had a flair for language, numbers, puzzles, and school work. It just came naturally to me. The kids back home used to call me a brainiac and the glasses probably helped with that." Clark messed with them a bit.

"A flair with numbers isn't enough to break a so far unbreakable code that our best men and Agent Carter herself haven't been able to touch." Colonel Phillips pointed out. "A brilliant mind isn't something to be ashamed of, son but I admire your modesty."

"Thank you, sir."

"You're doing good work now, son but you could be doing even better work." Colonel Phillips told him before he sipped his coffee. "The unbreakable code that you managed to decrypt belonged to a Nazi deep science division known as Hydra. And they're led by scientist Johann Schmidt. The man responsible for the attack into Norway that you managed to intercept."

"Hydra?"

"Hydra has produced some of Hitler's deadliest weapons and most advanced technology in the war. And so far their codes have been unbreakable. Until you." Agent Carter added.

"Agent Carter and I work for the Strategic Scientific Reserve. It's an Allied effort made up of the best minds in the free world. We've been working on the war effort since before Pearl Harbor and we are combating Hydra and creating the best army in history to stop the Axis powers. I believe that there is a spot for you in the SSR Private Elbert." Colonel Phillips told him.

"Thank you, sir but I can't fight. I'm not combat cleared." Clark reminded him.

"That remains to be seen. Even if you're not cleared for combat then we could still use you for SSR intelligence. You'll be able to do more and make a bigger difference for the war with the SSR, Private Elbert." Colonel Phillips handed him a business card before he got out of the booth and left.

"He's right, you know." Agent Carter told him as she put down a few cents for the coffee. "The SSR can use good men like you, Private Elbert. And I can see you really want to help. You should think about it."

Agent Carter left just as his meal arrived leaving Clark with a lot to think about.

"What do you think, Kelex?" Clark asked and Kelex replied using a sub-sonic frequency from the watch that only he could hear.

"A chance to do more for the war effort is what you want, Kal-El. It seems like a good opportunity. One that isn't without its risk but I will help you however I can." Kelex replied. "But a reminder that the SSR would be looking at Kalvin Elbert and not Clark Kent so your secret will still remain."

Agent Carter wasn't wrong that he really wanted to help but worried that more time in the spotlight could give him the wrong kind of attention. Granted, it would be Kalvin Elbert they would be looking at and not Clark Kent or even Kal-El but still if the right photograph made it to Smallville and people started questioning things about him then he and his mother would be in the spotlight. Guess the question was how much he would be willing to put on the line to help people? And unfortunately, it would be a question he would struggle with for the rest of his life.

Line Break xxxxx

Camp Lehigh, New Jersey September 1942

Clark had been working for the Strategic Scientific Reserve as a code breaker and analyst for about five months now. After the meeting with Colonel Phillips and Agent Carter, Clark talked to his commanding officer who was aware of the offer given by the SSR. He was sad to lose Clark but it was a good opportunity and luckily for Clark he didn't have to leave New York. He worked out of the SSR's New York Office which is disguised as a New York Bell Company office for its covert appearance. He was a part of the codebreaking team and he instructed the other agents on how to unscramble and decode the encrypted messages so he didn't have to do it all by himself. Granted he could do it but this was just to keep up appearances. They managed to decrypt a lot of useful intel that helped the Allied war effort.

But after five months of codebreaking, Clark was shipped to Camp Lehigh in New Jersey which is an Army base the SSR was using to train candidates for Project Rebirth. It was the SSR's strategy to help win the war by training men and turning them into super soldiers. Peggy Carter would oversee the training of the men and Dr. Abraham Erskine would put the finalists under evaluation and then through the procedure. This Project Rebirth has been going on for over a year yet none of the men was ever picked for the first experiment. Guess Dr. Erskine didn't find the right one yet.

Clark or Kalvin Elbert stood at attention with the other 15 men chosen for the Project Rebirth selection. He had been a codebreaker for the SSR for five months but the rest of the men were handpicked from other units of the army. Clark did magnificent work for the codebreaking team but Colonel Phillips wanted him to try out for Project Rebirth. His rationing was that the Doctors serum would fix his eyesight and his asthma. He could tell that Clark could be molded into a great soldier with the right training and his intellect would make him better than your typical rank and file grunt. It was hopeful thinking but there was no way it would work.

"Recruits, Attention!" They heard and everyone stood at attention as Agent Carter, Colonel Phillips, and Dr. Erskine walked in front of them. "Gentlemen, I am Agent Carter. I supervise all operations for this division. By the weeks end one of you lucky men will be chosen."

Agent Carter looked over at Clark and winked and he managed a small smirk. The two had become good friends since he had come to the SSR. Colonel Phillips walked in front of the men as Dr. Erskine looked over the prospective recruits before lingering his gaze at Clark. He was the one Colonel Philipps suggested would be an ideal candidate.

"General Patton has said that wars are fought with weapons, but they are won by men. We are going to win this war because we have the best men. And because they are going to get better. The Strategic Scientific Reserve is an Allied effort made up of the best minds of the free world. Our goal is to create the best army in history. But every army starts with one man. At the end of this week, we will choose that man. He will be the first in a new breed of super soldier. And they will personally escort Adolf Hitler to the gates of hell." Colonel Phillips stated. "Is that clear?"

"Sir, yes, sir!" They shouted.

Over the next two weeks, Clark went through training with the other potential candidates. Obstacles courses, physical training, firearms training at the range, and what was required for soldiers in the army. Given the conditions Clark had to mimic for his initial screening, that being his near-sightedness and asthma, he had to make sure that it showed. That meant fumbling about with his glasses whenever they were knocked off and lagging behind everyone due to his asthma. It earned him plenty of derision and mocking from the other recruits but he had to play the part. Dr. Erskine watched Clark's performance with intrigue as it seemed very conflicting. Here was a man who was tall and seemed well built and strong yet had bad eye sight and asthma. He lagged behind the others in training due to his conditions yet he could observe that Private Elbert never seemed to sweat and his fatigue looked…fake. Granted no one else could see that as they didn't really give him a second glance most of the time but Dr. Erskine was more perceptive then most. He had some some questions.

The testing was nearing an end and Private Kalvin Elbert's rank among the recruits was in the middle. He did outshine the other recruits in intelligence and strategic thinking but was fairly average if not below average then the others. Dr. Erskine was impressed by Private Elbert's mind which showed he wasn't just a simple soldier or brute and he was a very kind and respectful man but he wanted to know more.

Clark was in the barracks on base sitting on his bed and writing in his journal. The rest of the barracks were empty. More than half the recruits were gone and shipped back to their original units leaving just Clark and two more contenders who were given a day pass off the base. Clark decided to spend it on base and relax. The door to the barracks opened and in walked Dr. Erskine.

"Private Elbert, I hope I'm not interrupting." The doctor said as he walked in.

"No, not at all. Just getting some writing in." Clark put his journal down as the doctor came over and sat down across from him. "Can I help you with something?"

"A friendly conversation and possibly a drink." Dr. Erskine held up a bottle of schnapps and two glasses.

"The conversation I can do but I'm not much of a drinker." Clark replied.

"Oh really? Well, more for me." Dr. Erskine poured himself a glass and Clark a small one. "So, tell me Private Elbert what is Kansas City like?"

"Not as fancy or metropolitan as New York City. A big cattle city but it's home. I miss it for sure." Clark replied. "Despite the nicknames the others have given me I guess I am sort of a farm boy."

"Nothing wrong with that. But it is rare for such a regular farm boy to be as intelligent as you are. Colonel Phillips told me that he recruited you into the SSR for your breakthrough in codebreaking. You've even given Agent Carter a run for her money." Dr. Erskine said and Clark nodded. "Colonel Phillips thinks you'd be perfect for Project Rebirth and from what I've seen I'm tempted to agree with him which is a first but there is more than the physical aspects to the program. Tell me, Private Elbert…why did you join the army?"

"After Pearl Harbor it was the right thing to do." Clark answered.

"So, you want to go overseas and kill some Nazis? Punch Adolf Hitler in the face?" Dr. Erskine asked and Clark shook his head no.

"It's not why I enlisted. I joined because I felt it was wrong of me to just sit home and do nothing." Clark said and Dr. Erskine listened. "When the news of Pearl Harbor broke, literally every single man in town went to the nearest recruiting center to help. With everything that was going on and everyone willing to sacrifice to help with the war and avenge what happened…it didn't feel right that I just sat home doing nothing. If there was anything that I could do, even in intelligence…it was better than doing nothing."

Dr. Erskine smiled as he listened to the sincerity in Clark's voice. "You're a good man, Private Elbert."

"Thank you, Dr. Erskine. Do you mind if I ask you a question?" Clark asked and Dr. Erskine nodded. "Why are you here? What happened?"

Dr. Erskine cleared his throat and looked at the bottle. "This is from Ausburg, my city. So many people forget that the first country the Nazis invaded was their own."

"I guess people want simple answers to complicated questions." Clark pointed out and Dr. Erskine agreed with that.

"You know, after the last war, my people struggled. They felt weak, they felt small. And then Hitler comes along with the marching and the big shows and the flags. And he hears of me. My work, and he finds me. And he says, you. He says you will make us strong. Well, I am not interested. So, he sends the head of Hydra, his research division. A brilliant scientist by the name of Johann Schmidt. The man who led the attack into Norway that you intercepted." Dr. Erskine told him.

"Who is he?"

"He is a member of the inner circle. And he is ambitious. He and Hitler share a passion for occult power and Teutonic myth. Hitler uses his fantasies to inspire his followers. But for Schmidt, it is not fantasy. For him, it is real. He has become convinced that there is a great power hidden in the earth, left here by the gods, waiting to be seized by a superior man."

"The Übermensch." Clark said and Dr. Erskine was impressed he knew that. "It's what Friedrich Neitzsche claims it to be the goal for humanity to set for itself and rise above everything before it. To be superior and the best."

"Exactly. Hitler and the Nazi party have used this to describe and justify their goal for the Germanic Master race. It's what Hitler believes the Nazi and Germanic Aryan race to be and has killed and led his conquest in pursuit of this goal. Hitler believes himself to be a superior man but for Schmidt, he must take that one step further. So, when he hears about my formula and what I can do, he cannot resist. And so, he took my research. And tried to make it work for himself." Dr. Erskine explained.

"Did it work?" Clark wondered.

"It did…but not as Schmidt intended. The serum was not ready, but more important is the man. The serum amplifies everything that is inside, so good becomes great. Bad becomes worse." Erskine stated and Clark was beginning to understand why he was spending time getting to know him rather than the other recruits.

"My father use to tell me something all the time. It was during the Depression and a lot of people were suffering. It was easy for everyone to worry about themselves and forget everyone else but it was my father who refused to do that. He made sure we looked out for one another and to never forget to help those that needed it and it wasn't a sign of weakness to ask for it either. Hope was his biggest weapon that we would make it through. He used to say…when we have hope, we discover something within ourselves we may have never known—the power to make sacrifices, to endure, to heal and to love. Once we choose hope, everything is possible." Clark recounted and Dr. Erskine smiled.

"Your father was a very wise man."

"He was." Clark remember his father fondly. "Thank you for telling me this Dr. Erskine but as much as Colonel Phillips wants me for this Project…I don't think I can do it."

"And why do you say that? This will give you the chance to do more for the war in the fight against Hitler and Hydra. More than you can do now. If you're worried about the serum then I'll do my best to assure you it will help you." Dr. Erskine told him.

"It's not that, Dr. Erskine. I don't think your serum would work on me anyway and it would be a waste." Clark said but just confused him.

"There is something you are keeping to yourself, Private Elbert. I've noticed it during your training. I understand you have your secrets so I will make you this promise. Whatever is said here in this very room…shall stay between us. Not Agent Carter, not Colonel Phillips and not even the President will be told. You have my word." Dr. Erskine promised.

Clark hesitated for a second before he decided to take a leap of faith and confide in someone other than his parents. He removed his glasses and placed them on his bed before he took out the combat knife from his trunk. "You're right that I've been keeping something a secret, Dr. Erskine and it's about who I am and what I can do." Clark raised his knife to his hand and pressed it against his palm. Dr. Erskine was worried he would cut himself but to his amazement, he saw the knife actually bend against his palm until it broke off against the handle. He then grabbed the bunk the doctor was sitting on and lifted him over his head with one hand.

"Oh, mein Gott." Erskine muttered.

"I'm not normal." Clark lowered him back to the ground and Dr. Erskine looked at him in disbelief before he drank his entire glass of Schnapps in one gulp.

"How…how can you do this?" Dr. Erskine asked and Clark decided to still keep a few things to the chest.

"I'm not sure. I've always been like this. Stronger and faster than everyone else and my parents always made sure no one would find out. My father believed that if the world found out about me…they'd reject me. He was convinced that the world wasn't ready." Clark told him. "And he died believing that. I've stayed hidden and tricked people into thinking I'm normal or even weaker to not raise their suspicion and fear."

"People have always been afraid of what they don't understand. This war is proof of that so I can understand why you've stayed hidden." Dr. Erskine admitted.

"I knew I wanted to do more to help but I was still afraid of what would happen to me and my mother if people found out about me. It's why my enlistment physical said I have asthma and I'm nearsighted. It kept them from looking at me any further during a physical but I still wanted to help."

"But were afraid of what would happen if they found out about you." Dr. Erskine said and Clark nodded.

"I know it's selfish to think like that given what's been going on with the war but I couldn't stay on the sidelines." Clark defended his actions and Dr. Erskine understood that. He could tell Clark had a good heart and was a good person. He had this incredible strength and gift which any other person might tarnish or abuse yet Clark wouldn't. It was partially out of fear but also partially out of a respect for his powers and what people would think and do. That's when he got an idea.

"Perhaps regular Private Kalvin Elbert might be feared now but I think I have a way that can help you." Dr. Erskine suggested and Clark looked at him in confusion. "But if I do this for you then you must promise me something."

"What?" Clark wondered as Dr. Erskine refilled his cup.

"That you will stay who you are. Not a perfect soldier…but a good man."

Clark smiled and raised his glass. "Deal." The two clinked their glasses and drank the schnapps.

"I promise you, Private Elbert…your secret is safe with me…and you will be able to help in the war." Dr. Erskine got up and left. Clark liked the doctor and he seemed genuine in wanting to help. He would just have to hope that the Doctor would keep his secret. It was a lot to risk but that's what hope was.

The next day…

The morning trumpet woke Clark up. He sat up and the other two recruits began to wake up as well. Clark did a quick scan of the room and adjusted his eyes, using one of his unique abilities he called X-ray vision. His eyes were not only better than a regular human's were and able to see things that were farther away but he could also see through them. It first happened when he was kid as his eyes let him see through walls and even x-rayed the other kids and teacher in his classroom. It took him time to control it but eventually he did.

He x-rayed his bunk and the room to see there was no squad of soldiers or MPs waiting outside which was a good sign. After brushing his teeth, washing his face, and getting dressed he walked out of his barracks and made his way to the mess hall for breakfast. He got in the line and after getting his food and coffee he sat down at an empty table and ate his breakfast in peace when he saw Peggy walk in. She got food and then joined him.

"Rumor from the officers is that the other two candidates are getting sent back so congratulations are in order Kal." Peggy said to him.

"Thank you, Ms. Carter but Dr. Erskine hasn't approve me for anything so I don't think we can start making party plans just yet." Clark pointed out.

"You've made it farther than any other recruit we've had tested. Dr. Erskine must see something in you if you're still here. And it's Peggy, Kal. We've known each other for long enough that I think you can call me by my first name." She assured him.

"Right, Peggy." Clark fixed his glasses and Peggy smiled. The two had become good friends the past few months. "Wouldn't I have heard something from Dr. Erskine if I really was selected? The other recruits are still here so I don't want you to get your hopes up."

"Trust me, Kal. I know Dr. Erskine will pick you. There is more for Kalvin Elbert to do in this world and this war then sit at a desk, answer a telephone, and write up reports all day." Peggy stated, thinking that Kal would be perfect for Project Rebirth.

"I wasn't aware that my reports were a bad thing. If anything, I'd like to think that my reports have done a lot to help." Clark pointed out and Peggy chuckled when two MP officers walked into the mess hall and made their way over to them.

"Agent Carter, Private Elbert. Colonel Phillips wants to see you two."

"Right." Peggy and Clark got up and followed them through the base to Colonel Phillips office where he and Dr. Erskine were waiting for them.

"Sir." Clark saluted them and Colonel Phillips saluted back.

"At ease, Private Elbert." Colonel Phillips told him and Clark relaxed a bit. "I've got good news for you, Private. Dr. Erskine has made his decision."

"I have indeed." Dr. Erskine stepped forward and fixed his glasses. "After looking over the results of all the training and speaking with him, I believe Private Kalvin Elbert to be a perfect candidate for Project Rebirth."

"Congratulations, Private Elbert." Peggy said to him.

"It has been a long process but I believe that Private Kalvin Elbert is perfect for one of the serums I have designed for Project Rebirth." Dr. Erskine stated.

"One of the serums?" Clark was confused.

"Yes. I just explained to Colonel Phillips that I haven't been using my time here at the SSR for nothing. While the Project Rebirth chamber has been assembled, I have made some modifications and created two different yet similar serums. One of which is for Private Elbert. The other is for another recruit that has yet to be chosen." Dr. Erskine explained.

"So, are we doing this now?" Clark wondered.

"No, not now. I will need to do some further calculations to make sure that everything will go as planned for your procedure and refine everything for the other but I have also stated to Colonel Phillips that we need one more recruit." Dr. Erskine assured Clark.

"Don't think this means your training is over, Private Elbert. You may not be getting the serum today but until then we're gonna make sure you'll be ready." Colonel Phillips told him. "Agent Carter, let's get our next batch of recruits."

"Yes, sir." Agent Carter nodded and she followed him but looked back at Clark. "Congratulations."

Clark smiled before walking out of Colonel Phillips office where Dr. Erskine joined him. "There's not another serum, is there?" He asked the doctor.

"To Colonel Phillips and everyone else, there is but to you and I, Private Elbert there is only one serum. But just to make sure and to prove my hypothesis…" Dr. Erskine held up a small syringe and handed it to Clark. Clark put it to his hand and tried to put it through but the needle just bent. "…I was right. There would be no way for my serum to be injected but Colonel Phillips doesn't know that. Nor does he know about your unique abilities."

"So, you lied?" Clark pointed out.

"I more…skirted the truth." Dr. Erskine corrected.

"Why are you keeping my secret?" Clark wondered. "You really don't know me yet you're willing to trust me and keep my secret when you have nothing to gain from it. If you told Colonel Phillips the truth I'm sure it'd actually be better for you."

"Perhaps. True, if I told Colonel Phillips about you then you'd be taken to an SSR lab where you'd be studied and monitored until the truth came out. But everything I've seen about you and even just talking to you tells me…you are a good person. A good person with an enormous respect for what you've been given. If Hitler or Schmidt had your powers then they would be using them to further their plans for the war and the atrocities they've committed. If anyone else had your powers I'm not sure they would be hiding like you are. They would be out using them for the wrong reasons but not you." Dr. Erskine pointed at Clark's heart. "You have tremendous power yet you have not lost respect for it. You respect it when any other man would abuse it. A bad man who has known strength all his life might lose respect for that strength. But a good man knows the value of strength, of compassion, and hope. That is why I chose you, Private Elbert. You're a good man with a good heart."

Clark smiled at Dr. Erskine's belief and his faith in him when they don't even know each other. Perhaps there are people he can trust with his secret. "It takes a good man to recognize another, Dr. Erskine. I won't let your faith in me be for nothing."

"Good, Private Elbert and we will be seeing much more of each other for the foreseeable future. Colonel Phillips will be continuing your training but I have also requested more time to get to know you on the pretense to better prepare you for the procedure. This is more so that I know what to do and how best to help you while we find our other candidate." Dr. Erskine told him.

"We?"

"Yes, we. A good man will recognize another good man. If you will be one of the first super soldiers that Colonel Phillips needs then it is only fair that you know who will be working with you." Dr. Erskine suggested and Clark nodded. "We have much work to do, Private Elbert but you will help people. I promise."

"Thank you, Dr. Erskine but for you…it's Clark. Clark Kent." Clark held out his hand. Dr. Erskine smiled and shook his hand.

"A pleasure to meet you, Clark Kent."

Line Break xxxxx

June 1943

What Clark thought would be spending another month or so with the program turned into nearly half a year as Dr. Erskine couldn't find another applicant with the same good heart as Clark. All potential recruits that Colonel Phillips had put through the training didn't meet Dr. Erskine's approval and it was slowly driving the Colonel insane. But Dr. Erskine had the final approval for participants of Project Rebirth and hadn't found anyone he felt was a good choice. Clark tended to agree with him on his choices if everything Dr. Erskine said about the formula was right. If this Johann Schmidt of Hydra was a cautionary tale of who shouldn't get it then they had to choose carefully. Dr. Erskine didn't want another soldier, he needed a good man.

That was Clark's routine for more than half a year. He was able to call his mom and keep in touch with her along with sending her letters about everything going on. He had been stealthy and sneaky enough in his correspondence to make sure that Kalvin Elbert and Clark Kent were kept separate. When he told his mother about being recruited into Project Rebirth and the chance to actually help in the war while keeping his secret she was apprehensive. It was the usual motherly worry of not wanting her son getting hurt even though he could lift a tractor with one hand and knives broke against his skin. She was still worried even with his abilities since if things worked out then he'd be going overseas in the war and even though he's proven to be extremely durable they really had no idea what would happen. Kelex assured them both that Clark's durability and healing factor would ensure he would be safe but it was still his mother's usual worry. But this was a way for Clark to be able to use his powers without it exposing his origins since people will just assume it's the serum that gave him his abilities. And it's not even Clark Kent but Kalvin Elbert. It was rather clever but his mother was still worried as she had a right to be and he promised to write her every chance he got and would call her before he was ever sent overseas.

She was a little apprehensive when he told her about Dr. Erskine but Clark seemed to trust him which was good enough for her. And when he told her about Peggy, she just tried to convince Clark to ask her on a date or even just for coffee. Peggy was smart, fierce, didn't take crap from anyone and Clark could call her probably his only actual friend other then Dr. Erskine. The British accent helped and she was beautiful but he wasn't sure if starting a relationship with her was a good idea. There was the whole thing with him joining the army under a fake name along with his past and powers. Martha just told him that he would have to decide that if really wanted to be with someone then it would mean being completely honest and hoping for the best.

But speaking with and helping Dr. Erskine with Project Rebirth candidates and chatting with Peggy wasn't all he did. True to Colonel Phillips statement, Clark did continue army training at Camp Lehigh and during those times he had to keep up the façade of his asthma and nearsightedness which was getting annoying. When he first arrived at Camp Lehigh, the training he underwent for the Project Rebirth selection war more abridged. Now, Colonel Phillips had Clark undergoing the traditional Army Corp training but combined it with some officer training as well. He was grooming Clark into a command role so that he might lead other super soldiers in the army. Traditionally the training he got was reserved for those that went to officer's school but his circumstance was a little different. Because of his supposed ailments, his physical training was limited until the procedure but he learned to fight with some helpful tips from Peggy. Granted those tips tended to involve her knocking him on his back which amused her to no end. But the training wasn't for nothing as Clark got used to making up decisions based on intel and with his good work done in good breaking and in anticipation for another candidate being picked, Colonel Phillips promoted him to Corporal. It was clear that Colonel Phillips was preparing Clark to be his sort of team lead for the SSR in the field.

Clark was waiting outside Camp Lehigh at the bus bench with a bus ticket in hand. He got an evening pass so he wanted to go check out the World Exposition of Tomorrow held at the New York State Pavilion in Queens. It looked interesting and he might be able to send his mother some photos. He heard the tell-tale clack of heels and he didn't need to his super hearing to know it was Peggy.

"Kal, what are you doing out here?" She wondered. Clark noticed she was carrying a briefcase with some files so she likely got back from a meeting in the city.

"Just waiting for the bus. I was going to head into the city for the evening and check out the World Exposition fair." He told her.

"Ah, yes I hear it's quite the affair. Howard Stark is making his usual pomp and circumstance presentation there. Well, enjoy your evening." Peggy smiled and bid him farewell. Clark thought it over for a second before standing up.

"Peggy…" He called out, getting her to stop. "Um, I'm sure you're probably busy or have better things to do but if you're free then how would you like to come with me to the fair?"

"Is this your attempt at finally asking me out on a date?" Peggy wondered and Clark cleared his throat before taking a breath to calm himself down and figure out what to say. It was rather amusing and Peggy found it endearing.

"Um…yes." Clark cleared his throat and fixed his glasses. "If the date part would seem too odd or violating some kind of SSR policy then it could just be defined as a night out with a friend at a fair. Not even friends. It'd just be between two people who happen to know each other. Like acquaintances."

Peggy held up her hand to get him to stop rambling. "I'd be delighted. Just give me a moment to return my things."

She walked into Camp Lehigh to return her items, leaving Clark there a bit stunned before he started to smirk. "Not bad, Clark. Not bad."

World Exposition of Tomorrow, Queens NY

Clark and Peggy walked into the fair grounds of the New York Pavilion after a short bus ride to Queens and it was as amazing and awe inspiring as the posters, flyers, and advertisements made it out to be. There were thousands of people in the fairgrounds looking at the various showcases and attractions while enjoying the food and fireworks. It was a pleasant distraction from the war that brought many people including families who were amazed at what companies and businesses were promising for the future.

"This is amazing." Clark said as he and Peggy walked past the metal statue of earth in the main square surrounded by the flags of the world. "Have you ever seen anything like this in England?"

"No, not at all. Howard sure has outdone himself." Peggy replied. "What about you?"

"Not at all like this. The most newspaper coverage Kansas gets is when a tornado hits or for a football game." Clark joked and Peggy chuckled. The two continued their walk through the fairgrounds in their sort of date but it didn't really feel like a date given both of them were wearing their military enlisted uniforms. "So, I can't help but notice your familiar tone when you spoke about Howard Stark? Is there some kind of history that I should be aware of?"

Peggy scoffed and chuckled at the idea. "He sure wishes there were but the only history we share is our occasional meetings at the SSR and the long diluted fantasy he must have." She joked and Clark chuckled. "Howard is many things to me but charming is not one of them. If anything, I'd be more curious about your relationship with him. After all, you've spent more time with him then I have."

"That's true but those times are with Dr. Erskine and he's either told me the odds of the serum working and what would happen to me if it didn't." Clark pointed out. "My favorites are I burst into flames, my head explodes or I lose feeling and control of my body and have to stay in a hospital for the rest of my life. But other than that, he's very charming."

"Good lord, that man's bedside manner is terrible." Peggy remarked as the two walked into the technology pavilion. "But he's probably the smartest man in America and has proven invaluable to the SSR so I guess his overconfidence can be lived with."

"So, you're not in to overconfidence. I'll put that in the back of my head going forward." Clark stated and Peggy chuckled.

"Well, a small measure of confidence is good but Howard's level is where I draw the line." She pointed out. "Although the several months you took before you had enough courage to ask me out was starting to wear thin on my patience."

"It wasn't that I was afraid of asking you out, Peggy." Clark told her but her expression pretty much said that she didn't believe him. "It's true. I've really come to appreciate your friendship, Peggy. And I didn't want to ruin that by forcing this into a relationship, especially since I didn't know how you would react."

Peggy smiled as Clark's kindness and care about others was very sweet. "But now you know." She smiled and Clark chuckled. "You really are one of a kind, Kal."

"Well, it takes one to know one, Ms. Carter." Clark replied as they walked into the Modern Marvels Pavilion where various booths had displays for new inventions that would bring America into the future. And surprise, a lot of them were Stark Industries inventions.

"Welcome to the Modern Marvels Pavilion and the World of Tomorrow. A greater world. A better world." An announcer's voice came over the pavilion's speaker system. The Modern Marvels Pavilion was one of the most popular at the fair given how incredible, futuristic, and awe inspiring these future inventions were. Clark looked around and saw some kind of full body suit which was the next generation in comfort wear but looked like something out of a comic strip. They walked by the Future in Space display where it showed what Stark Industries had planned and the wonders waiting for them out there in the vastness of space. Dreams and plans for venturing to other planets and exploring space with mock models of Stark Industries rockets and aircraft. Clark kind of chuckled to himself as he had a feeling that Howard Stark would literally die of excitement and intrigue if he ever saw the spaceship he arrived in.

There was a large crowd gathered at one of the stages that had a cherry red Ford Sedan on stage but the lights were off when they suddenly came on and five women in matching costumes came out on stage to applause. Swing music began to play as well as one of the women grabbed the microphone. "Ladies and gentlemen, Mr. Howard Stark!"

Everyone clapped as Howard Stark took the stage in a tuxedo and top hot. He was all flash and charm as the female presenter walked over and handed him the microphone while taking his hat. The two shared a quick kiss before he took center stage.

"Typical Howard." Peggy said as she and Clark were in the crowd to watch.

"He's got charisma and charm. At least the audience thinks so." Clark commented.

"Ladies and gentlemen…what if I told you that in just a few short years, your automobile won't even have to touch the ground at all?" Howard asked them when he saw Peggy and Kalvin in the crowd and smiled. Four of the women removed the tires from the car to reveal something sciency attached instead. "Yes, thank you, Mandy. With Stark Gravitic reversion technology you'll be able to do just that."

Howard turned a switch and pushed a lever up on a console which turned on the four engines on the wheels. To everyone's amazement, the car actually began to float off the ground. "Whoa…" Clark muttered.

Howard gestured to the car hovering a good foot off the ground when one of the engines began to spark before it short-circuited and crashed onto the stage. "I did say a few years, didn't I?"

Everyone clapped in applause anyway, despite the test not going exactly as Howard expected. "I'm sure that must seem appealing to everyone but I'd rather stick with a jeep for now." Clark pointed out.

"Really?" Peggy wondered as the two walked away from the show.

"Yeah. I've got a thing with heights and I feel better with my two feet firmly on the ground." Clark stated and Peggy chuckled.

"The ground is well and good but up in the air is where mankind can really spread its wings." They heard as Howard Stark walked over to them. "Peggy, Kal. Happy to see you two show up at my presentation."

"Yes it was quite…interesting, Howard." Peggy remarked.

"I hope you figure out all the glitches before you start selling them." Clark pointed out.

"Don't worry, Kal. By the time I put these babies out into production they'll run smoother than jeeps, trust me. Soon enough everyone will have a STARK Industries car. I'll even make a special version for you that stays low to the ground." Howard joked. "If I'm not mistaken it looks as if I might have interrupted a date between you two. I'd say it's about time. Although I would have figured you would want to take out a remarkable woman such as Peggy to something a little more romantic. Wine and dine at one of the fanciest restaurants in the city with some dancing?"

"And I'd be delighted to if Peggy thinks that this night was good enough to warrant a second date." Clark told him as he looked at Peggy who smiled. "Of course, I'm not the best dancer."

"Then I guess I'll have to show you how." Peggy remarked.

"Well, I better leave you two it. Take care and Kal, let me know if you want to take this date someplace private. I've got the hookup at some of the best hotels in the city. Now, if you'll excuse me Mandy is beckoning for me." Howard smiled and walked off to join his date for the night.

"Don't worry. I won't be going to Howard for romantic advice. I think we'll keep that relationship professional." Clark said to Peggy and she smiled. "But I think now I could use something to drink and eat."

"Lead the way." Peggy replied as the two headed through the fair grounds to the nearest restaurant, missing Dr. Erskine at the fair's recruitment center where he encountered someone he believed would be a good match for Project Rebirth. The two got a table at a small restaurant set up for the World Exposition and enjoyed beer and some food. "What should we cheers to? The SSR? The end of the war?"

"How about the hope to a better future?" Clark suggested and Peggy cheers her beer with his and the two drank.

"Hope it is. I do suppose we should enjoy these quiet moments as much as we can. Colonel Phillips is pushing Dr. Erskine more and more to put you through the program. I think it won't be much longer until he has you leading men into battle." Peggy could tell by Clark's face that he had some personal reservations. "Are you all right?"

"Yeah, I guess I'm just nervous. I appreciate everything you and the Colonel have done to get me ready for the war and I'm ready to do my part but I'm not sure how much of a leader I'll be when I'm actually there." Clark said. "Is that a weird thought to have?"

"No, it isn't. We've put a lot on you and I can see that but you've proven that you can handle it. Dr. Erskine and Colonel Phillips wouldn't be doing this if they didn't think you could do it. I know firsthand how the thoughts of who you are can change." Peggy admitted. She enjoyed being with Kal and knew he did as well and decided to try and make this work by telling him more about herself. "Do you know how I joined the SSR?"

"You were assigned by MI5, right?" Clark recounted.

"Yes but that's only the middle part of my story. I joined the British Royal Military when the war was on the horizon. Actually, I was a codebreaker and worked in intelligence much like you. In 1939, I was recommended for the Special Operations Executive…but I turned them down." Peggy told him.

"Really?" Clark was surprised at that. "Sorry, it's just that…the Peggy Carter I've come to know doesn't seem like someone who would turn something like that down."

Peggy took another sip of beer. "Well, I was a different person back then. I was actually engaged as well."

"Wow…I wasn't expecting to hear that. What happened?" Clark wondered.

"I found out that my brother was the one who recommended me for the SOE because he thought that I had the potential for greater things. We were close growing up and I admired him greatly. We had a great sense of adventure as children which I admit I lost as I got older. He was the one who urged me to join the SOE but I ignored him. He died months later during the war." Peggy said with a great deal of sadness in her voice. Clark reached over and tentatively held her hand which she accepted. "He was the one person who truly understood who I was."

"That's what made you join the SOE." Clark realized and she nodded.

"Michael was right. I didn't join before because I put aside everything I wanted as a child as my childhood. He could tell I wouldn't be happy. I just wish he were alive so I could tell him he was right." Peggy admitted.

"I think he does. And right about now, I think your brother and my father are probably looking down at both of us now and smiling." Clark said and Peggy smiled. "And knowing this doesn't make me think any less of you. If anything, it makes me admire you more. My father used to say that any person who can endure in spite of overwhelming obstacles or struggles has a great power in them. For you, Peggy, that's kind of obvious."

"Ever the charmer, Kalvin. Lucky me." Peggy smiled as the two continued talking and enjoying their evening. The start of a relationship had started and one that would have its ups and downs during the war.

Line Break xxxxx

Camp Lehigh, New Jersey

There was a new batch of recruits for Project Rebirth and most of them had been picked by Colonel Phillips or sent over from other units in the Armed Forces. Clark would show up for the recruits first training session as they're introduced to Peggy and Colonel Phillips like he was but he heard that Dr. Erskine actually submitted someone for the recruitment process. That meant that he saw something in this recruit like he saw in Clark so he wanted to meet him. He ran into Peggy and she put the box of forms in his hands to carry and be useful.

The line of new recruits for Project Rebirth were dressed in military fatigues and helmets much like Clark was when he first arrived. They were speaking with one another, waiting for whoever was in charge to show up.

"Recruits, attention!" Peggy shouted and all the recruits stood at attention. Peggy walked in front of the men as Clark walked by each one and handed them a clipboard with papers they needed to sign. "Gentlemen, I am Agent Carter. I supervise all operations for this division."

"What's with the accent, Queen Victoria? I thought I was signing up for the US army." One of the recruits spoke.

"What's your name, Soldier?" Peggy asked him.

"Gilmore Hodge, your majesty."

"Step forward, Hodge." Peggy ordered and he did with complete lack of respect for her authority. It was more amusement than anything else. "Put your fight foot forward."

"Mmm…are we gonna wrestle? Because I got a few moves I know you'll like." Hodge said with a wink.

"Oh, boy. That's gonna hurt him." Clark muttered and Peggy socked him across the face with a right hook that knocked him on his ass. Clark and one of the recruits chuckled as he stepped over Hodge's body to continue passing out the clipboards. "You're lucky you got off with only a broken nose. She took it easy on you."

Colonel Phillips and his aid arrived with Dr. Erskine in a jeep. "Agent Carter! Corporal Elbert!"

"Colonel Phillips." They both stood at attention.

"I can see that you are breaking in the candidates. That's good! Get your ass up out of that dirt and stand in that line at attention until somebody comes tells you what to do." Phillips told Hodge who immediately stood back up.

"Yes, sir!"

"General Patton has said that wars are fought with weapons, but they are won by men. We are going to win this war because we have the best men." Phillips stopped himself when he saw one of the recruits. Steve Rogers was easily a foot shorter than everyone else and paper thin. Phillips looked over at Dr. Erskine who looked forward but couldn't hide the smirk on his face. "And because they are going to get better. Much better. The Strategic Scientific Reserve is an Allied effort made up of the best minds of the free world. Our goal is to create the best army in history. But every army starts with one man. At the end of this week, we will choose that man. He will be among the first in a new breed of super soldier. And they will personally escort Adolf Hitler to the gates of hell. You better get ready for your training boys because it's only going to get harder from here. Agent Carter."

"All right, ladies. Let's move it!" She shouted and they turned before marching away.

Clark walked over to Dr. Erskine to talk to him. "Doctor, if I heard right you picked one of those recruits, correct?"

"Yes, I did. The one you can imagine. Steven Rogers. Someone I believe who will do great things and with a good heart. Spend some time with him this week if you can. I do believe you two will hit it off." Dr. Erskine suggested.

"Good recognized good, Dr. Erskine. Sounds like a plan." Clark replied.

The new recruits week started out much like Clark's did when he first went through the selection process. They bunked together, went through training together and much like Clark, Steve was kind of different from the others. His size was a big part of that as he was so short and skinny compared to the others but it was his personality as well. Steve was more reserved much like he was. He wasn't the gung-ho/hoorah/soldier like the others were. It wasn't shyness but more a quiet reserved inner strength. Despite the physical difference between him and the other recruits and even Clark, Steve gave it his all in the training and didn't quit. Clark saw him go through the obstacle course training with the other recruits and he had to work twice as hard to get just as far as the others. He stumbled, fell, and was slow but he didn't quit. He saw Steve climb the rope and even when he got his leg caught and hung upside down, he fought to free himself and kept going. When Steve had to crawl through the mud in full gear, he kept going despite Hodge kicking the barbwire down in his path.

"Rogers! Get that rifle out of the mud!" The drill sergeant shouted as he marched over there. Peggy and Clark watched Steve in the training and despite the obstacles he continued on.

"He doesn't quit. He's got a strong spirit." Clark stated. "I think I see why Dr. Erskine had him put into the recruitment process."

"What do you think?" Peggy wondered as they watched Steve manage to drag himself out of the mud and make it through. Behind all the others but he did it by himself.

"I think he'll do just fine." Clark answered with a smile.

The recruits then went on a run around the camp which was several miles. The drill sergeant pushed them on with Clark and Peggy waiting at the halfway point by the flag. Peggy was making notes on her clipboard and Clark was driving the jeep. He knew how to drive a tractor and quickly caught on how to drive a jeep.

"Pick it up, ladies! Let's go, let's go! Double time! Come on! Faster! Faster! Move! Move!" The Sergeant shouted as Clark and Peggy looked back to see them run over. "Squad, halt! That flag means we're only at the halfway point! First man to bring it to me gets a ride back with Agent Carter! Move, move!"

And like clockwork, the recruits rushed over to the pole and scrambled to climb up. It was very amusing as they struggled and pushed one another to try and get their chance to climb but no such luck. "Come on! Get up there! If that's all you got, this army's in trouble! Get up there, Hodge! Come on, get up there!" One of the men actually managed to get about 8 feet off the ground but quickly slid back down.

"Remind you of the good times?" Peggy asked Clark.

"Yes, and no one in my group got it either, including me. I'm still kind of upset about that." He joked, making Peggy chuckle.

"Nobody's got that flag in 17 years! Now fall back into line! Come on, fall in! Let's go! Get back into formation!" The sergeant ordered and they got back on the path except for Steve. "Rogers! I said fall in!"

Steve just removed the bolt lock and pulled the screw bolt loose so the flag pole fell to the ground. To the Sergeant's and squad's disbelief, Clark smacking himself in the forehead that he didn't think of that and Peggy's amusement, Steve unhooked the flag from the flag pole and handed it over. "Thank you, sir."

Steve got into the back of the jeep with a smile on his face as Clark drove them back to camp. After training, everyone was at the mess hall for dinner. The recruits for Project Rebirth were situated at a table but were seated a table length away from Steven who was sitting by himself. Steve took a sip of water and a bite of his meatloaf when he saw someone walk over.

"Mind if I sit here?" Clark asked.

"No, go ahead." Steve replied so Clark put his food tray down on the table and took a seat.

"Corporal Kalvin Elbert but you can call me Kal." Clark held out his hand and Steve looked at him before smiling and shaking it.

"Steve Rogers." Steve shook his hand.

Clark took a bite of his potatoes and noticed Steve took a small bite. "Enjoy the food as much as you can. I've been here a while and we don't always have fresh potatoes and vegetables. I remember for a week we had to deal with the canned stuff. Eat up. You're gonna need it for the training you've got for the week."

"How long have you been here?" Steve wondered.

"Nearly a year. I was with the Eastern European intelligence division before I was recruited into the SSR." Clark told him.

"So, you've seen the training that Colonel Phillips has us doing?" Steve asked and Clark nodded.

"Seen and actually I've been through it." Clark told him which earned a look of confusion. "Agent Carter probably told you that one other person was selected for Project Rebirth. I'm that one."

"How?" Steve wondered.

"I went through the training like you and the others did but it's not just about being a good soldier. Dr. Erskine is the one who put you in this program right?" Clark asked and Steve nodded. "Then don't worry about what you need to do or what they're expecting out of you. Keep doing what you're doing and I think you'll be fine."

"Did you volunteer for the recruitment?" Steve wondered.

"No, I didn't. Colonel Phillips put me in. I worked in intelligence and my code breaking is what impressed him but I wasn't fit to be deployed. I have bad asthma and…" Clark messed with his glasses on his face. "…I'm severely nearsighted. I wasn't qualified for the field."

Steve looked at Clark and kind of found that hard to believe. "Sorry for staring it's just…you look like you should be perfect for the field."

"Looks can be deceiving and it's not the problem with my outside, it's the inside. I lagged behind everyone in the training and I think I gave Agent Carter and the drill sergeant more than a few headaches. There was one time in the obstacle course where my asthma hit hard and I fell into the mud pit. Completely soaked from top to bottom." Clark recounted, finding the humor in how it must have looked to the others and Steve chuckled a bit. "That was a cold day and not fun at all."

"I have a feeling on what that's like." Steve said.

"But I just kept at it and Dr. Erskine saw something in me that he felt was right. I probably shouldn't be telling you this but don't give up." Clark told him.

"You don't have to worry about that." Steve replied as the two continued their dinner and enjoyed talking.

The training for the next batch of Project Rebirth recruits continued and true to Steve's statement, he didn't give up. Despite physical struggles, limitations, and the mocking from the other recruits he kept at it. He and Clark continued talking and the two were becoming quick friends. Peggy was leading them in more physical training and had assigned Clark as her assistant. He followed behind, made note of everyone's progress in training and was essentially her helper. She enjoyed it and Clark didn't have it in him to tell Peggy no.

"Faster, ladies come on! My grandmother has more life in her, God rest her soul. Move it!" Peggy ordered as the men continued their pushups with Steve struggling but persevering through.

Colonel Phillips was walking across the field with Dr. Erskine as he looked over at the recruits and saw Steve Rogers struggling in PT. "You're not really thinking about picking Rogers, are you?"

"I'm more than just thinking about it. He is the clear choice for my other serum." Dr. Erskine replied.

"When you brought a 90-pound asthmatic onto my army base, I let it slide. I thought, What the hell? Maybe he'd be useful to you, like a gerbil. I never thought you'd pick him." Phillips remarked as the recruits got up from pushups into jumping jacks with Steve struggling through. "You stick a needle in that kid's arm, it's gonna go right through him. Look at that. He's making me cry. I thought we were finally on the same mindset with this program when you agreed that Elbert was a good choice. I was ready to buy you dinner and take you out on a nice date after the months of rejections you've given me. I was and I was willing to wait for a second candidate for your other serum but for months you've stonewalled us."

"Corporal Elbert is a good choice yes and he has excellent qualities but I am looking for qualities beyond the physical." Dr. Erskine told him.

"Do you know how long it took to set up this project? All the groveling I had to do in front of Senator What's-His-Name's committees to get you everything you needed?"

"Brandt, yes I know. I'm well aware of your efforts." Dr. Erskine assured him.

"Then throw me a bone. Elbert is the brains so now we need the brawns. The fact that he can't see or run a mile without coughing up a lung is one thing but he's got a mind for analytics, tactics, and aced every single officer and leadership test we've put him through. The second he's able to move about freely like a super soldier with your serum then he's set." Phillips pointed at Private Hodge going through jumping jacks with no problem. "Hodge passed every test we gave him. He's big, he's fast, he obeys orders. He's a soldier."

"He's a bully." Dr. Erskine stated.

"You don't win wars with niceness, Doctor." Colonel Phillips walked over to a supply truck where he took a grenade from a munitions box and pulled the pin. "You win wars with guts."

He tossed the grenade on the ground in front of the recruits without a care. "GRENADE!"

"MOVE, MOVE!"

Everyone close to the grenade ran for cover and those that were far away ducked. Clark and Peggy rushed over to toss it away when Steve jumped to the ground and curled his body around it to protect everyone. "Get away! Get back!" Steve shouted as everyone waited for it to go off but after a few more seconds nothing happened. It was a dummy grenade which meant no one was in any danger yet Steve put himself on a possible live grenade without any thought or hesitation. Clark, Peggy, and Dr. Erskine smiled as they saw that Steve possessed one quality that would make him the perfect subject for Project Rebirth: Bravery. "Is this a test?"

Dr. Erskine looked at Colonel Phillips and playfully shrugged. Phillips had to relent that Steve had the guts he spoke about but it didn't make him happy.

"He's still skinny." Phillips walked away as Clark looked over at Dr. Erskine and the two shared a smile and a nod. Steve was the right choice. It was time to put Project Rebirth into effect.

In preparation for the procedure, Clark and Steve were given the night to rest before they would head to the facility the next day. No liquids, no food, and they just needed to wait. Steve was in his barracks and Dr. Erskine paid him a visit while Clark was currently calling his mother. He waited a few seconds and listened to the dial tone before it was picked up.

"Kent residence, this is Martha."

"Hey, mom." Clark smiled, hearing her voice again.

"Hello, Clark. It's good to hear your voice. I've been getting all your letters and thank you for the postcards from the Statue of Liberty and World's Fair. They are beautiful."

"Well, maybe one day you can come out here and see if with your own eyes. I could take you out for a night in New York City." Clark suggested.

"Sounds lovely. So, how are things?"

"Things are good. Uh…it looks like Project Rebirth is going in to affect. Dr. Erskine found someone else for the procedure and Colonel Phillips approved so he and I will be put through the process tomorrow." He told her.

"It's been so long that I honestly didn't think it would happen."

"I know, me too but I think this is it. I wanted to call you and let you know I'll be fine. If things work out…I might be shipping out of New York soon enough." He told her and hearing her sigh, he knew this wasn't easy for her.

"A part of me is still beyond worried, Clark. We hear all these stories, see the news reels at the theaters…and it just scares me. I know that you're different but after hearing what the Germans and the Nazis have done in Europe…are you sure that your gonna be ok?"

"I think so. Kelex has done some analysis and he thinks my durability…Bio-electric aura…whatever thing that has knives and needles break against my skin will keep me safe. At least from anything the German's could have designed for the war but he does advise me to avoid getting hit if at all possible." Clark explained. "I'll be careful and write you every chance I get. I'll come home. I promise."

"I love you, Clark. I'm worried but I know that you'll be able to help a lot of people and I can't be more proud. And I know your father would be proud as well. He's looking down at you now and I know he'll watch over you."

"Hopefully he's putting in a good word for the both of us." Clark said.

"So, what exactly is this procedure? Is this Dr. Erskine actually going to do anything to you?"

"From what I understand, no. No surgical implements he has can get into my skin. We tried. He's actually going to be fooling everyone into thinking that there's a different serum he'll be using on me. It'll all be for show. After it's done, everything I can do will be chalked up to what the serum did. They won't suspect a thing and even if they look closer, it'll be Kalvin Elbert they'll be looking at."

"Well, I hope this works for you Clark. While a part of me would like nothing more than for things to not change, I know you want to help so…my prayers will be with you and the SSR. Anyway, enough of that dour business. How are things going between you and Peggy?"

Clark chuckled as his mother was rather excited when he told her that he and Peggy went on a first date at the world's fair. From everything he told her about Peggy, Martha thought this woman all but walked on water and wouldn't be surprised if she did that as well. She could tell that Clark liked her and she was beyond ecstatic that he took her advice and asked her out.

"Things are good. After the fair, the training for the next batch of recruits came up so we're not able to do much. We talk all the time and eat at the mess hall together but that's about it." He told her.

"Clark, if you really like Peggy then you need to show her. From what you've told me, this Peggy is a real catch and a woman like that deserves to be treated with the utmost respect. Your father and I raised you right so I better not hear anything about you frolicking around like that Howard Stark or so help me you'll regret it."

Clark chuckled at that. If his mother ever met Howard, he had a feeling she would discipline him like a child who got caught with their hand in the cookie jar. Which did happen to him on one occasion and he didn't want to experience his mother's wrath ever again. "Don't worry, mom. I've been the perfect gentleman. Peggy wouldn't have even entertained the idea if she thought I had ulterior motives and she'd take me out if I tried to make a move on her she didn't like."

"Hearing all that makes me like this woman even more. I hope I get to meet her one day."

"Maybe, mom. But I did promise the next big date that Peggy and I can go on that we'd go dancing." He told her only to hear her start laughing. "Thanks for the vote of confidence."

"Sorry, Clark. You have excellent balance, can run faster than a train and clear a football field with a small hop but you can't dance."

"True which is why Peggy said she'd teach me how." Clark pointed out.

"Oh, that will be fun. Guess you have your father's charm, Clark."

"I'm not so sure about that. Peggy has been more than patient enough with me." He joked as he and his mother continued talking for a solid hour.

She kept him up to date on what was going on in Smallville. Five more boys from the town were sent to basic training. Three for the army, one for the navy and the other for the army air force. The town was doing ok but with many of the men going off to war, a lot of the women and teenagers around 16 and higher helped to pick up the slack. People who didn't have a lot or were having tough times were taken care of. One thing you could count on with Smallville was that everyone looked out for each other. Farms donated any extra crops they had while storing, jarring, and pickling anything they didn't eat. People knew how to make food last and deal with restrictions due to the rationing brought on by the war. Unfortunately, there was also some bad news as six men from Smallville were pronounced KIA on the list of casualties. Clark knew some of them and his mother told him it was devastating when their families were told what happened. He and his mother knew that even if he had gone out into the field sooner that he couldn't singlehandedly end the war in a week but those men were regular humans and went gung-ho for the war while he was just getting there. He just hoped that when he went out into the field that he would be able to prevent some more casualties.

After a nice, long conversation he hung up and wished his mother the best before walking through the camp to his barracks. He wondered if Steve was done talking with Dr. Erskine when he saw Peggy walk by on her way to her bunk. "Kal. Are you all right?"

"Yeah, I'm fine. Just uh…got off the phone with my mother and decided to take a walk around." He told her.

"What did you tell her?" Peggy wondered.

"The truth. I've never been able to lie to her and she can tell when I'm lying but she can keep a secret." Clark assured her. "Trust me. She's not going to say a word."

"Well, we've known each other long enough that I can let this go." Peggy told him.

"Glad to know you trust me, Peggy." He replied.

"Of course, I trust you. We've gotten to know each other over the course of a year and we did go on a date. I wouldn't have done that if I didn't trust you, Kal." She pointed out and Clark smiled but it quickly went away when he realized how much she trusted him and he had still been lying to her. "Everything all right?"

"Yeah. Just some thoughts in my head." He told her. "Thank you, Peggy."

"You're welcome. I'll see you tomorrow morning, bright and early." She said, walking away when Clark called out to her.

"Peggy?"

"Yes?" She asked.

"Um…I know we're not exactly sure what's gonna happen after tomorrow but if we have a moment, I'd like to take you out on another date." He told her and she smiled.

"A night of dancing before you ship out?" She wondered.

"No, not dancing. Just dinner and a nice conversation." He corrected her. "You're one of the few people here I can really trust…and there's something you need to know about me."

"What is it?" She wondered.

"I'll explain it tomorrow. I promise." He told her before heading back to his bunk, unaware that tomorrow would change a lot of things.

Line Break xxxxx

Brooklyn, New York

Today was the day. Time for the Project Rebirth and to see if Dr. Erskine's research was really all it was cracked up to be. Steve and Clark dressed up in their military uniforms and were driven from Camp Lehigh all the way to Brooklyn. Agent Carter was in the front seat with the soldier who was driving them. The drive was quiet as the weight of everything that was going to happen started to build up.

The driver honked to get some kids out of the street. Clark wasn't familiar with Brooklyn but Steve was. "I recognize this neighborhood. I got beat up in that alley." He recounted. "And that parking lot. And behind that diner."

"Either you're a glutton for punishment or not a fan of running away." Clark remarked.

"You start running, they'll never let you stop. You stand up, you push back. They can't say no forever, right?" Steve pointed out.

"I know a little of what that's like, to have every door shut in your face." Peggy said.

"I guess I just don't know why you'd want to join the Army if you were a beautiful dame. Or a…a woman. An agent. Not a dame. You are beautiful, but…" Steve kept tripping over his words which Clark found amusing.

"You can stop now." Clark said to him.

"Thank you." Steve replied.

"You have no idea how to talk to a woman, do you?" Peggy asked Steve and he chuckled.

"I think this is the longest conversation I've had with one." Steve answered. "Women aren't exactly lining up to dance with a guy they might step on."

Clark looked at Steve and pat him on the shoulder. "Well, after this maybe things will change. We'll head out dancing to celebrate and I'm sure that you'll find someone to dance with." He told Steve.

"Asking a woman to dance always seemed so terrifying. And the past few years, it just didn't seem to matter that much. I figured I'd wait for the right partner." Steve replied.

"She's out there." Clark assured him when they stopped outside an old antique shop. Clark and Steve got out of the car and were confused a bit when Peggy walked by.

"This way." She led them into the antiques store where an elderly woman walked out of the back.

"Wonderful weather this morning, isn't it?"

"Yes, but I always carry an umbrella." Peggy replied. The woman walked behind the counter and pressed a button as Peggy led Clark and Steve to the back room which was a dead end. Nothing there but a bookcase which opened up to reveal a hidden hallway for the SSR complete with other agents and military MPs.

"Has this place always been here?" Clark wondered as they continued down the hall and through the double doors where they saw a large laboratory. There were scientists busy doing their work but in the center of all the computers and machines were two pods. Once Clark and Steve walked in, everyone in the room quieted down and looked at them. "You ready for this?"

"Only if you are." Steve told him and Clark nodded. The two followed Agent Carter down the stairs to the center of the lab where Dr. Erskine was going over the last minute adjustments to the project.

"Good morning." Dr. Erskine greeted them both and shook Steve's hand when a military photographer took a photo. Clark covered his face with his hand to block the flash but Steve was up front and center. "Please, not now."

The photographer nodded and walked away as Steve and Clark looked at the pods. "Are you two, ready?" Dr. Erskine asked and Steve and Clark nodded in response. "Good, Steve take off your shirt, tie, and your hat. Kalvin, remove your long sleeves, watch, and your glasses please."

The two did as they were told with Steve removing his hat and shirt while Clark removed the same but was able to keep on the plain white t-shirt he had on underneath. He had it be a size too big to help sell what was going to happen with the serum and had on the correct size underneath it. During the process, he removed the larger one to help show what happened. Something Dr. Erskine recommended.

Clark removed his watch, dog tags, and S-shaped necklace and gave them to Peggy. "Don't lose these."

"I won't, I promise." She assured him as Clark took off his glasses and stumbled a bit to the pod with some help from one of the scientists. Military personnel, politicians and important people in the US war department were gathered up in the observation booth, one of which was Colonel Phillips who walked over to Senator Brandt.

"Senator Brandt, glad you could make it." Colonel Phillips said to the Senator as he shook his hand.

"Why exactly am I in Brooklyn?" The Senator asked.

"We needed access to the city's power grid. Of course, if you'd given me the generators I requisitioned…"

"A lot of people are asking for funds, Colonel." Senator Brandt pointed out before introducing him to his guest. "Oh, this is Clem, uh…"

"Fred Clemson, State Department. If this project of yours comes through, we'd like to see it used for something other than headlines." Clemson told him as the Senator caught a glimpse of Steve stepping into the pod and the stark contrast between him and Clark.

"Jesus. Somebody get that kid a sandwich. Kind of a stark contrast of recruits." Colonel Phillips pointed out.

Clark and Steve laid down in their pods with the latter being a little nervous. "Comfortable?" Dr. Erskine asked them both.

"It's a little big." Steve remarked earning a chuckle from the doctor. "You save me any of that schnapps?"

"Not as much as I should have. Sorry. Next time." Dr. Erskine apologized. "Mr. Stark, how are your levels?"

"Levels at 100% We may cut out the lights in Brooklyn, but we are ready as we'll ever be." Howard remarked, patting Clark on the shoulder before he walked over to the console.

"Agent Carter, don't you think you would be more comfortable in the booth?" Dr. Erskine asked her.

"Oh, yes. Of course." She replied, walking over to the stairs but looked back at Clark and Steve. Clark gave her a nod and she nodded back before heading up.

Clark looked over at Steve and could tell he was nervous. A part of him was nervous as well. This was it. "See you on the other side."

"See you there." Steve replied as Dr. Erskine grabbed his microphone and touched it a few times to get everyone's attention.

"Do you hear me? Is this on? Ladies and Gentlemen, today we take not another step towards annihilation, but the first step on the path to peace." Dr. Erskine told them as the scientists attached the microinjectors onto Steve's chest while they wrapped similar microinjectors onto Clark's wrists and forearms. A scientist wheeled over a special cabinet that contained 13 vials of liquid. 7 were blue and the other 6 were white. Six of the blue vials were taken out and put into the injectors for Steve's pod while the six white ones were attached to the wrist and forearm injectors for Clark, leaving one single blue vial left. "What you see before you are two subjects for two different serums. Both will begin with a series of microinjections with subject A being given infusion into the subject's major muscle groups on the chest. Subject B will be given fusion into the subject's bloodstream. The serum infusion with cause immediate cellular change. And then to stimulate growth, the subjects will be saturated with Vita-Rays."

After his explanation, Dr. Erskine fake injected a syringe into Clark's arm while a nurse did the same to Steve. Steve got penicillin but Clark got just saline solution. "See you on the other side, my friend. And be careful with the shirt change." Dr. Erskine whispered to him and Clark nodded.

Steve took a deep breath as the nurse removed the needle from his arm. "Oohhh, that wasn't so bad."

"That was penicillin." Dr. Erskine pointed out, earning a concerned look from Steve. "Serum infusion beginning in five…four…three…two…one."

Howard pushed a lever and the microinjectors in Steve's pod clamped on and injected the serum into his body. It stung like hell but he toughed it out with an immediate change as his pupil color turned to blue. Clark's microinjectors did the same but he played along with Steve, mimicking pain but the needles broke against his skin and just poured in saline solution.

"Now, Mr. Stark." Dr. Erskine told him. Howard nodded and pulled a lever, causing both pods to rotate into upright positions and close shut. Dr. Erskine walked up and tapped on the window in Steve's pod. "Steven? Are you all right?"

"It's probably too late to go to the bathroom, right?" Steve asked and Dr. Erskine chuckled before checking on Clark.

"I'm good, Doctor." Clark told him and Dr. Erskine nodded to Howard.

"We will proceed." Dr. Erskine told him and Howard turned on the Vita-ray generator and began cranking up the concentration and exposure. A bright white light was seen from the glass of both pods as the doctors, nurses, and engineers put on their safety goggles.

"That's 10%."

"20%"

"30%"

"That's 40%"

"Vital signs are normal." A doctor reported.

Inside Clark's pod, he was completely fine and not feeling a thing other than some mild heat which was rather comforting and the bright light which did make him squint his eyes. Kelex assured him that the Vita-ray radiation wouldn't do anything harmful to him so he was essentially just waiting until the process seemed complete. While he was in the pod, he grabbed the shirt he was wearing that was too big and ripped it off to reveal the white t-shirt that was a slight size smaller. It showed his defined Kryptonian physiology after his entire life on earth, which was muscular, ripped, and toned. Kind of the epitome of what you'd expect a super soldier to be. He's gotten by with slouching and wearing larger or heavy clothes so his physique wasn't that noticeable but now it would be because that was the point. He carefully slipped the ripped shirt into his pants which he would discard later when he had a moment alone.

"That's 50%. 60%. 70%." Howard reported as he continuously turned up the Vita-ray concentration when Steve began to shout in pain.

"RRRRAAHHH!" Hearing Steve shout Clark did the same thing to help sell it. "ARGGHHHHHHH!"

Their screams of pain alarmed the scientists, Agent Carter, and Dr. Erskine. "Shut it down! Shut it down!" Peggy shouted, racing out of the observation room as Dr. Erskine rushed over to Steve's pod.

"Steven! Steven!" He pounded on the pod window to get him to respond but he wasn't. "Kill the reactor, Mr. Stark! Turn it off! Kill it! Kill the Reactor!"

"NO! DON'T! I CAN DO THIS!" Steve shouted, giving everyone a moment of pause.

Howard cranked up the concentration and the Vita-ray radiation making the bright light increased to the point where everyone had to cover their eyes. "80%. 90%. That's 100%!"

The console began to spark followed by the rest of the instruments in the room before the Vita-ray radiation was shut off and the lights powered down. Everyone was concerned and wanted to know what happened.

"Mr. Stark?!" Dr. Erskine shouted and he pressed a button on the console which opened up the pods. The two pods opened so everyone could see Steve Rogers and Kalvin Elbert. Clark's transformation was visible to everyone as they could see the ripped musculature and physique they didn't see before but Steve's was the most awe-inspiring. Gone was the skinny 5'4" 95 pound asthmatic and he was replaced with a 6'2" 240 pound super soldier. Dr. Erskine and Howard helped Steve out of the pod as Peggy rushed over to help Clark down from his with the help from one of the engineers. "Steven. Steven."

"I did it." Steve muttered.

"Yeah, yeah. I think we did it." Dr. Erskine said with a smile.

"You actually did it." Howard was in disbelief.

The engineer removed the wrist and forearm injectors from Clark and helped him down from the pod as Peggy looked him over. He was always handsome but looked good without his glasses and she was able to see how chiseled and built he was now. "How do you feel?" Peggy asked him.

"Good. I can see without my glasses and I'm enjoying it." Clark said to her and she smiled before she handed him his watch and necklace back which he put on before walked over to Steve who was still in disbelief at what happened and the physical transformation he underwent. "You ok, Steve? How do you feel?"

"Taller." Steve remarked as a nurse handed over a shirt which he put on.

"You're definitely taller, now." Clark told him as Steve put his shirt on. "We did it. We did it, buddy."

"We did it." Steve repeated and Clark hugged him and pat him on the back.

"Congratulations, you two." Dr. Erskine said to the both of them.

"How do you like Brooklyn now, Senator?" Colonel Phillips asked Senator Brandt.

"I can think of some folks in Berlin who are about to get very nervous." The Senator remarked as Colonel Phillips walked over to Clark.

"Corporal Elbert, how are you feeling?" Colonel Phillips asked.

"Good sir. Really good." Clark replied.

"Good is great. It's time to see what you can really do." Colonel Phillips told him and Clark nodded when his super hearing picked up a weird ticking sound. It wasn't a clock but something else. He also noticed Dr. Erskine looking over at one man who was further back from everyone else near the stairs. The man pulled out a lighter but didn't have a cigarette with him. That's when he touched the flicker and the observation room exploded.

Clark, Steve, and everyone else ducked or took cover as the man grabbed the last super soldier serum vial from the containment device. "STOP HIM!" Dr. Erskine shouted as the spy pulled out a Walther P38 and shot him twice in the chest.

"NO!" Clark shouted as he and Steve rushed over to Dr. Erskine. The spy rushed up the stair, shooting an MP who tried to stop him but Peggy did manage to shoot him in the arm as he ran away. "Dr. Erskine, hold on! We're gonna get you help!"

Dr. Erskine looked at Steve and Clark before pointing at their hearts. "Good luck…my friend." He whispered before his hand fell to the ground. The feelings of sadness and grief quickly turned to anger and revenge. That spy was not going to get away with this.

The spy got back to the antiques store front and shot the elderly agent, taking her Thomspon M1928 submachine gun and rushing outside. He knocked over two pedestrians as he ran over a nearby car where the rest of his team was waiting for him. "Start the car! Let's go!" He shouted in German as his partner ushered him over and shot at two plainclothes SSR agents who shot back.

The two SSR agents killed the spy who shot at them but the one with the vial got into car where the driver and another agent was waiting for him, holding an MP-40 German Submachine Gun. As the driver drove them past the store, the two agents opened fire with their submachine guns, killing the two SSR agents just as Peggy rushed out into the street. The spy pressed his lighter again, blowing up the car parked in front of the antiques store. While a momentary distraction, it didn't do much as Peggy lined up a shot and fired a bullet through the back of the driver's head. The driver was dead and the car swerved into a car on the street.

A taxi stopped to help with the accident only for the two German spies to steal his taxi and drive back down the street towards Agent Carter. She fired three shots that missed and was about to shoot the fourth when Clark rushed over and tackled her out of the way so she didn't get run over.

"I had him!" Peggy shouted.

"You're welcome! Steve, let's go!" Clark shouted as he and Steve took off running towards the taxi. Steve's new super soldier physique already had him running faster than an Olympic runner could and Clark's Kryptonian physiology already let him outrun a train when he was a teenager. He wasn't running anywhere near his fastest but it was more than enough as he and Steve already cleared four city-blocks in several seconds.

The taxi took a left so Clark and Steve did the same, cutting through a side street with the taxi still in view. Steve's turn wasn't perfect as he wasn't used to his new body yet but Clark grabbed his hand and kept him on his feet. "Come on, Steve!"

"Right behind you!" Steve shouted and the two jumped a fence in an alley and were now closing in on the taxi. The taxi took a right towards the harbor and the turn slowed it down enough that it Steve and Clark caught up. Steve ran up a car and jumped from it to another and then another before landing on the roof of the taxi which began to swerve to shake him off.

"Hang on, Steve!" Clark shouted as Steve adjusted his body position when one of the spies in the car shot into the roof. "Get clear!"

Steve let go and fell off the roof of the taxi allowing Clark to take a small leap forward and barrel into the side of the vehicle shoulder first, sending it into several flips before it crashed onto its side. Clark stopped, seeing the taxi land right side up and Steve rushed over as the two German spies fell out of the car. They shot at them so Steve picked up the taxi's discarded driver side door as a shield for cover from the pistol and submachine gun. One of the spies ran into the nearby pier taking a kid as a hostage and the other spy kept running down the street in the other direction.

"They're splitting up!" Steve told Clark.

"Get the runner. That guy's mine." Clark told him and Steve nodded, rushing after the spy who was running away while Clark followed the one who had the kid as a hostage.

The German spy who was running down the street blindly fired his gun back at Steve who was still holding the car door as a shield. To prevent him from escaping, Steve hurled the door like a discus and hit him in the back. The spy groaned in pain and reached for a concealed pistol only for Steve to knocked it out of his hands and knee him in the face before grabbing him by the jacket. "Who the hell are you?!"

"Followers of a great man who will end you all." The spy told him, using his tongue to remove a capsule from his tooth and crunched it with his teeth. "Cut off one head, two more shall take its place. Hail Hydra!"

The spy then began to foam at the mouth before he died. Clark rushed into the pier following the spy who would fire a shot from his pistol to keep him back.

"No! Let me go!" The kid shouted, struggling to get free.

"Stay back!" Clark told everyone, motioning them to stay behind cover before following the spy. The spy arrived near the water and when Clark stepped into view he pointed his pistol at the kid's head. "No, don't!"

The spy aimed his gun at Clark and pulled the trigger only to hear a click. Without any more bullets, the spy threw the kid into the water as a distraction before running away. Clark rushed over to see if the kid drowned but he was ok. "Go get him! I can swim!"

Clark nodded and chased after the spy who used his lighter to activate a nearby mini-submarine. He jumped into the cockpit and began to submerge so Clark dove into the water and swam after him at super speed. The mini-sub was fast but Clark easily caught up to it. He punched a hole through the cockpit glass and grabbed the spy. Said spy was then hurled out of the water and up onto the dock with Clark climbing up after him. The spy slashed him with his knife which cut open his shirt but the blade broke against his skin. Clark just grabbed his wrist and broke it before kneeing him in the face. His super strength ended up putting too much force into the blow and knocked out the super serum vial the spy had in his pocket, causing it to break when it fell on the ground.

Clark grabbed the spy by the neck and hoisted him up with one hand. "Who are you?!"

"The first of many. Cut off one head…" The spy crunched the cyanide capsule in his mouth. "…two more shall take its place."

The man began to foam at the mouth and struggled in pain before whispering two last words. "Hail…Hydra…"

And with that, the spy was dead. Clark dropped his body to the ground as Steve walked over to see if he had any more luck then he did but no. "Hydra?" Steve asked and Clark nodded.

"Johann Schmidt didn't want any more super soldiers but he's too late. He's got two and they're coming after him." Clark promised and Steve nodded.

Line Break xxxxx

SSR Base, New York City

Suffice to say that what should have been a big victory for the US and SSR was not a victory. Project Rebirth was a success in that the procedure worked for Steve Rogers and Corporal Kalvin Elbert, turning both men into super soldiers and proof of that was involved in the bad news. Hydra spies infiltrated the facility and assassinated Dr. Erskine, killed several agents and the last vial of serum was destroyed. That last part was kind of Clark's fault. Any dream of Project Rebirth creating more super soldiers was dashed. There was no more serum and its creator was dead so recreating it would take years of work but that would only be for one serum. Clark and Steve were able to get cleaned up and put on their military uniforms. Corporal for Clark and private for Steve and afterward, they were taken to the med bay at the SSR base in New York where blood was extracted. That was easier said than done for Clark.

A nurse brought over another tray of needles for the doctor who held Clark's arm and attempted once again to get a needle into a vein but it bent against his skin. The doctor threw it in the trash with the 12 other needles and syringes that had bent or broken tips. "I've never seen anything like this." The doctor remarked before taking a scalpel to see if that would work. He carefully took the blade to Clark's arm but didn't cut the skin. The razor sharp blade actually developed a crack. "This is extraordinary."

"I think that answers that." Clark rolled his sleeve down.

"Dr. Erskine's other serum must have done something to your skin. It's likely as hard as steel from what we've seen." Peggy told him.

"Yeah, I figured." Clark remarked as a nurse finished drawing blood from Steve. She had taken enough to fill 13 vials.

"Think you got enough?" Steve wondered, rolling his sleeve down while the nurse took the blood away for safe storage.

"Any hope of reproducing the program is locked in your genetic code but without Dr. Erskine, it will take years." Peggy explained to Steve.

"He deserved more than this." Steve pointed out and Clark agreed.

"The SSR is making arrangements for his funeral. But I know that if this could have only worked once, he'd be proud it was the two of you." Peggy told them when they saw Colonel Phillips walking in with Senator Brandt and his assistant.

"Colonel Phillips, my committee is demanding answers." The Senator told him as they walked through the base.

"Great. Why don't we start with how a German spy got a ride to my secret installation in your car?" Colonel Phillips asked, shutting up the Senator as they arrived to see Howard Stark working on the mini-sub that Clark stopped. "What have we got here?"

"Speaking modestly, I'm the best mechanical engineer in this country. But I don't know what's inside this thing or how it works. We're not even close to this technology." Howard told them.

"Then who is?" Senator Brandt asked.

"Hydra. I'm sure you've been reading our briefings." Phillips pointed out.

"I'm on a number of committees, colonel." Brandt reminded him.

"Hydra is a Nazi deep-science division. It's led by Johann Schmidt." Peggy explained as she walked in with Clark and Steve.

"Hydra has produced some of the German army's deadliest weapons and tanks. Schmidt is a member of the Nazi Party, the Thule Cult society, and a high ranking member of the SS. He's smart, devious and someone who stole Dr. Erksine's early formula and used it on himself. He likely sent the spies to stop the US from creating super soldiers to stop him." Clark added.

"Hydra's practically a cult. They worship Schmidt. They think he's invincible." Phillips finished.

"So, what are you going to do about it?" Brandt asked him.

"I spoke to the president this morning. As of today, the SSR is being re-tasked. We are taking the fight to Hydra. Pack your bags, Agent Carter. You too, Stark and you as well Corporal Elbert. We're flying to London tonight." Phillips told them.

"Sir? If you're going after Schmidt, I want in." Steve stated.

"You're an experiment. You're going to Alamogordo." Phillips informed Steve.

"Colonel Phillips, Steve should come with us." Clark told him.

"Duly noted, Corporal Elbert but it's my decision, not yours." Phillips replied.

"Sir, Steve can do this. I saw him out in the city. The serum worked." Clark pleaded.

"On two men. I asked for an army and all I got was two. It's not enough. Rogers is staying." Phillips stated before walking away. Steve felt defeated but Clark pat him on the shoulder and followed Colonel Phillips to try and convince him. "I've made up my mind, Corporal and last I checked I had the final say around here. You know that as a Corporal of the US Army and as a member of the SSR, isn't that right?"

"Yes, sir I understand that but I think you're wasting an opportunity here." Clark pointed out as Colonel Phillips signed some papers brought to him by a clerk. "Dr. Erskine's serum worked on Steve. He's fast, he's strong and he's what you wanted, a super soldier. Leaving him here stuck in a lab is a waste of time. Recreating more of the serum is gonna take years without Dr. Erskine."

"I am aware of that. The doctor never wrote anything down. Felt it was too risky so he kept it all in his head. If he had written it down I would have ordered the same procedure you underwent, Corporal." Colonel Phillips stated. "I read the report about what happened in the city. You barreled into the side of a taxi going 40 miles per hour and took a knife to the gut without so much as a scratch. It looks like you're no longer suffering from asthma anymore and it also means we can't take your blood to recreate a serum. We can with Rogers."

"Is that why I'm not staying behind? You could have ordered me to stay behind and have the SSR's best doctors figure out a way to get my blood and recreate a serum—" Clark was stopped when Colonel Phillips raised his hand.

"Do you know what happened when I spoke to the President this morning?" Colonel Phillips asked him and Clark shook his head no. "He told me that he was disappointed. The SSR promised him an army of super soldiers to fight the war…and now there are only two. You're able to keep up with a speeding car and take a knife to the stomach but you can't fly to Berlin and take Hitler from his office. A lot of money and resources were wasted on the project and at the moment, the military's interest in you is wanning. If they had it their way…you're right, you'd be going to a secret military installation and stuck in a room while they try to figure out how to recreate the serum. I kept that from happening by reminding them you're an SSR agent and you're under my command."

"And I grateful, Colonel Phillips but why just me?" Clark asked him.

"Rogers may have undergone the transformation but he's not you, Corporal. He's had two weeks of training…you've had months. Months of training at Camp Lehigh under Agent Carter and the drill sergeants there giving you more experience and making you better prepared to lead others into battle." Phillips told him. "I'm not going to let that go to waste. We're going to war and you need to prove that what the SSR did in putting you through this wasn't for nothing. Are you ready for that Corporal? Are you ready to actually do what you can for the war effort as you've stated you wanted to do?"

Clark came down from his high horse and realized that Colonel Phillips did stick his neck out for him with everything in Project Rebirth and with it going to crap, he was getting blamed for it. He didn't want to get sent to a lab to be poked and prodded and Colonel Phillips prevented that. "I'm ready to do what I can…however I can, sir." Clark replied, standing at attention.

Colonel Phillips nodded and patted him on the shoulder. "Don't let me down, Corporal."

Clark walked back to the others. He had more respect for everything Colonel Phillips was doing but felt that Steve didn't deserve to be stuck here. When he got back he only saw Peggy. "Where's Steve?"

"Senator Brandt happened. Convinced Steve that he could do more. Be a symbol for the war and help in his own way." Peggy answered. "He also got a promotion. Brandt's own way to make good of this situation and his good standing with the senate to keep everyone from asking how the Hydra spy managed to arrive here in his car."

"This shouldn't have happened. We should have spotted that spy before the bomb went off." Clark stated.

"You're right but Hydra is proving to be resourceful. Hopefully, now you might be able to do something about that." Peggy told him. "It looks like we'll have to put our date on hold."

"How about a walk through the city? Who knows when we'll be back?" Clark suggested and she nodded. The two walked out of the SSR base and took a nice stroll down the street. To the pedestrians they passed by, they were just two people going on a walk. Despite the newspaper headlines of the two mystery men who stopped the German Spies in Brooklyn, the pictures taken didn't show clear images of Clark or Steve's face so he was able to walk down the street without being hassled. He did get the occasional glance every now and then but that was usually women passing him by who thought he was handsome.

"I sure hope you don't let their glances and your newfound physical changes go to your head. I'd hate for you to turn into Howard." Peggy pointed out causing him to smirk.

"I don't think there's any kind of serum or experiment that could make that happen." Clark replied and Peggy chuckled back. "Howard's one of a kind. And if I started to act differently then I'm sure my mother would get into her pickup, come all the way to Europe and slap me upside the head. Trust me, she would. She actually threatened to do that when I was on the phone with her."

"She sounds like a remarkable woman." Peggy stated.

"She is. She's the most kind, caring woman there is but is tough as well." Clark remembered fondly and Peggy smiled. "I'm lucky to have a mother like her and she didn't love me any less even if she didn't give birth to me."

"You were adopted?" Peggy asked. "I'm sorry, I didn't know…"

"It's ok. It's not something I've told you before." Clark assured her before taking a deep breath. "We've known each other for about a year but there's still a lot I haven't told you. My parents adopted me when I was a baby. I never knew my birth parents."

"I'm so sorry, Clark." Peggy said and the two decided to walk to the water.

"It's ok. My life turned out great. My mother and father were amazing and even though they didn't give birth to me, they loved me like their own." Clark explained as they arrived at the waterfront. They got a nice view of the bay, some ships docked around the harbor, the caw of seagulls and the gentle breeze of sea air.

"What about your birth parents?" Peggy wondered as Clark took a deep breath and braced himself against a railing.

"That's uh…kind of complicated and a long story." He answered and saw she was confused. "Sorry. It's just, I thought about having this conversation for a while but I guess getting the words out is a lot harder than I thought."

"It's ok, take your time." Peggy told him, rubbing his shoulder.

"What I'm about to tell you is something only my parents knew…and Dr. Erskine." Clark said, earning a confused look from Peggy. "…I didn't need to go through Project Rebirth to do what I can…because I've always been like this."

"I don't understand." Peggy said to him so Clark took out his glasses and handed them to her. She was confused until she put them on and realized they had no prescription.

"I'm not near-sighted and I don't have asthma. I've never had it. In fact, I've never had so much as a cold my entire life." Clark told her.

"I don't understand." Peggy said so he took a deep breath.

"When Dr. Erskine was going over my eligibility for Project Rebirth, I told him that he should pick someone else because the procedure wouldn't have worked on me." Clark explained. "My name isn't Kalvin Elbert…it's Clark Kent. I'm from Smallville, Kansas and…I'm not from this planet."

"What?"

"I'm an alien." Clark told her. "I was sent here as a baby, the last surviving member of my people which is when Jonathan and Martha Kent found and adopted me. They took me in and raised me as their own son but I'm not human. I'm not even from this galaxy. Everything I did against the Hydra spies isn't because of a second serum that Dr. Erskine developed, it's all me. I've always been stronger, faster, and different then other people."

"You're not—not joking." Peggy didn't know what to believe and she was not expecting this kind of confession from Kal. Kal, Clark or whatever he was. "But you—you look—"

"I look so normal?" Clark finished her sentence. "Yeah, I know. My people and humans are the same in a lot of ways. Physically and visually, there's no difference between me and any other man my age…it's what's inside and what I can do that's different."

Clark looked around to make sure they were alone and there was no one else around or looking their way so he walked over to a nearby car and lifted the front a few feet off the ground with one hand. "Oh my god…" Peggy muttered.

"When I was a baby, my parents told me I lifted a wagon over my head. When I was in high school, I could easily lift a tractor so my dad could make repairs. But that's not it. My skin's as hard as steel, I can run faster than a speeding train, I can leap over a field with ease, and I can hear a car horn from a mile away. I've always been this way." Clark told her. Her shocked and speechless reaction was expected but he was worried about how well she was taking this. "I know you have no reason to believe me or even what I'm saying but I wouldn't make something like this up. I'm telling you the truth, Peggy."

"I—I—" Peggy couldn't seem to find the words to continue.

"I know this is a lot to take in and I know you have no reason to believe that what I'm saying is real so it's better if I show you." Clark tapped his watch which turned into a liquid metal that floated up into the air before it reformed into a mini-drone. This was Kelex's mini-form since his main form was still in the ship.

"Greetings, Margaret Elizabeth Carter. I am Kelex, an artificial intelligence Kryptonian service drone in service to Kal-El or as you may know him Clark Kent or Kalvin Elbert." Kelex introduced itself.

"Kal-El?" Peggy muttered as Kelex returned to his disguised watch form on Clark's wrist.

"My birth name given to me by my birth parents who sent me away from my planet." Clark told her. "Peggy, this is true. All of this and I'm telling you now because you deserve to know. Dr. Erskine knew because I told him. I trusted him and like him you are one of the few people I can call a friend and I really trust with this secret."

"Dr. Erskine knew?" Peggy muttered, pacing around a bit before looking at Clark.

"Peggy, you have to understand that I've lived with this secret my entire life. No one ever knew the truth other then my parents. My father believed that if the world found out about me they'd reject out of fear. He was convinced the world wasn't ready and he died believing that. I mean, we know the stories about what Hitler and the Nazis have been doing. All my life, I've had to lie to the kids I went to school with. I was never able to get close to people because I had to hide who I really was. I've always had to be careful that I didn't break someone's hand by shaking too hard, I couldn't play sports because I could hurt someone and if people found out then my parents could have been in danger. If people found out about me then my parents could have been killed and I could have been locked up. I know it's selfish given what's going on with the war which is why Dr. Erskine said he made another formula. He lied to Colonel Phillips and everyone so that I could get a chance to use my powers to really help people because he believed that like Steve, I could really help." Clark explained. "I'm so sorry I've had to lie to you but you deserve to know the truth now."

"Why are you telling me this now?" Peggy asked him.

"Because I…I didn't expect…this. Us. Getting close." Clark answered. "Peggy, I've never gotten this close to someone in my entire life. I've never felt comfortable enough to tell her my secret. I'm sorry that I lied to you…but I wanted you to know the truth."

Peggy didn't seem to have an answer until she punched him in the face but all that happened was an audible crack and she cradled her hand in pain. "Bloody hell!"

"Peggy." Clark tried to help her but she walked away a bit.

"You used me." Peggy told him.

"No, Peggy I never used you. Everything that happened between us was real. It wasn't my real name or you didn't know the truth but I never let our relationship strive anywhere else in the SSR. I swear." Clark promised.

"How can I believe you? You've lied to me for months. You've lied to your country for months which is a crime. Everything I know about you is a lie." Peggy said with tears starting to build up.

"No, Peggy everything I shared with you was the truth. My parents found me and my ship in a crater in Smallville, Kansas. They were never able to have children and they took me in with all the love and care any child could want when they could have easily called the government and turned me over. My father, Jonathan Kent was a farmer. He and my mother spent their entire lives protecting me and raising me as their own and I am their son. I spent my entire life helping out on their farm and trying to live a normal life in a small farming town but I've always felt different and I could never share that with anyone other than them." Clark bared his heart out to her.

"I told you things. Things I've never told anyone and there you were judging me and having a laugh while you worked me to get here." Peggy said, letting her anger at Clark drive her thoughts.

"No, Peggy. I never judged you for anything you told me. I know I lied to you and for that I truly am sorry but Peggy you are a good judge of character. If I really wanted to use you, you would have seen it coming. Everything between us was real. Please, you have to believe me." Clark begged her.

"I don't know what to believe. All I know is that I want nothing more than to turn you in but at the moment, the war and the SSR need you and what you can do more. If you're really being honest and can really do what you've told me then turning the tide of the war supersedes everything. Guess I'll just have to keep your secret. Don't ever speak to me again." Peggy walked away in a huff, cradling her injured hand, and leaving Clark defeated and without any friends. He grabbed the railing and let out a sharp exhale before he ripped the railing off and chucked it into the water with an angry yell.

His body seemed to go on autopilot and he mentally checked out, devastated at what just happened. He eventually made his way back to Camp Lehigh where he packed up all his bags and was dressed in his Army Enlisted uniform to leave but made on final stop to call his mother and let her know what was happening.

"Hello, Kent residence."

"Hey, mom. It's me."

"Clark, are you ok? You sound sad."

Clark rubbed his face and took a deep breath. "A lot happened since I last called you. Project Rebirth went off with a success and no one suspects anything."

"We've heard over the radio on what happened. German Spies in New York. Are you all right?"

"I'm fine. The papers didn't get a clear image of my face so I'm still ok but…they did some damage. Project Rebirth is done and…they killed Dr. Erskine." Clark told her.

"Oh, Clark. I'm so sorry. I know he was your friend and from everything you told me about him…he was a good man."

"He was. He didn't deserve that. It was Hydra. They didn't want him making super soldiers that could stop their plans. Colonel Phillips is organizing the SSR to get into the war. I'm heading to London tonight. I wanted to call you and let you know I'm ok. I'll write every chance I get. Just don't worry about me." Clark told her.

"Oh, Clark I don't think I'll stop worrying about you but this is what you wanted."

"I know. Just kind of never imagined how it would feel now that it's here. Is it weird that I'm scared?" He wondered.

"No, it's not Clark. If anything, it's very human. You may be an alien but you are human at heart and I know you'll make me and your father very proud."

"Thanks, mom. Guess I just needed to hear that." Clark managed to smile a bit. "Mom, do me one thing."

"Anything."

"Head to the storm cellar and get Kelex. I'm gonna have him activate his drone form at the farm but keep him close so he can keep an eye on you. I just want you to be safe and Kelex can do that in case someone shows up." Clark told her.

"What's wrong, Clark?"

"I took your advice…and I told Peggy the truth about me. Everything." Clark answered, before taking a deep breath. "She didn't react well."

"What did she say?"

"Well, she punched me and was beyond hurt that I was lying to her all this time. She didn't want to listen to anything else I said and would have liked to arrest me for lying to everyone but said I was needed more. She pretty much told me to go to hell." Clark explained.

"I'm so sorry, Clark. It's my fault. I shouldn't have pushed you."

"No, it's not your fault mom. I found someone that I really like and thought could have had a future with but that's easier said than done. A part of me would like nothing more than to find someone and settle down but that part forgets I'm not normal. I'm an alien and I'm not even sure I can have kids with a human. Maybe it was fates way of saving me the heartache further down the line." Clark relented.

"Listen to me, Clark. Don't you dare think about that. You deserve to be happy and even if it takes the rest of your life you owe it to yourself to find someone you'll want to spend the rest of your life with. And if Peggy is that girl then you fight for her. From what you've told me about her, maybe she just needs some time. Your secret is a big shock which takes some time to get used to. Don't give up on her yet."

"Well, at the moment that's the furthest thing I want to keep my mind occupied with. Make sure you have Kelex close. I don't know when or if I'll get a pass to come back but with him we can keep in touch."

"I will. Stay safe, Clark. Give the Germans hell but most important…come home safe."

"I'll do my best. I love you, mom."

"I love you too, Clark."

Clark hung up the phone and walked through the base to the buses when he passed by the church. He wasn't sure what made him stop but he walked in and took a seat. He looked up at the stained glassed window and the crucifix before taking a deep breath. Clark did grow up going to church and Sunday school but always felt kind of weird being there. He enjoyed the stories and the pastor in Smallville was a very kind man but he wasn't sure if it really meant anything to him. He had no objection against religion or anyone's right in belief but most if not all religions deal with man…not an alien. He was pretty sure that his existence could be considering sacrilegious or proof of the devil in certain groups. He wasn't sure if there was a god and if there was…how did he fit in but he just needed to talk.

"I'm not even sure why I'm here but uh…god…if you can hear me…please keep my mother safe. If my father is up there with you then he's probably regaled you with tales about how great she is and what I can do and how special I am." Clark said, not really sure what to say or why he was saying anything but knew he just needed to say something. "I'm not sure about your stance of belief on me or what's going on…but if you are there…some guidance would be great. I could really use it. And I know that I'm strong and tough and I will do everything I can to help end this war but please…please keep my friends safe. And help me end this war sooner…even if by one day."

Clark made his sign of the cross before standing up, grabbing his bag, and walking out of base onto the bus that would take him to the airport where the SSR would be flying out of the country and on their way to London. It was time for them to get into the war.

Germany Occupied Poland

With the war starting to slow and given the recent setbacks in North Africa, Hitler ordered his men to begin further development into more weapons and such to help increase Germany's push against the allies. One of the Nazis research facilities was in Morasko, Poland dubbed Projekt Endstation, headed by Oberführer Wolfram Von List and Doctor Ulrich Vogel. The two worked under Heinrich Himmler and were currently tasked with developing new technology and weapons for the war headed by Von List's personal SS battalion-Die Wahrheit. Von List was part of the Thule Cult Society so he, much like the other members, was intrigued with the tales of old and myths of their fabled Aryan race whereas Doctor Vogel was the Nazi regime's preeminent engineer and biologist.

The two were an odd combination but Von List's intrigue with the occult led him and his battalion to scour the world for antiquities or anything the Nazis could use to win the war and it proved to bear fruit. His journeys around the world led him to the discovery of unique rock deposits made by meteorite falls centuries ago. Civilizations in Europe, Africa, and Asia that were separated by thousands of miles each were visited by the same meteors. They were told stories that these mysterious meteors fell from the sky with some of the civilizations crafting them into remarkable weapons and artifacts but one thing each story seemed to share in common was that these rocks affected the people who lived near them. Some died sudden and strange deaths while others seemed to be gifted with abilities that let them accomplish great feats of strength. There was one story about a man in Mongolia who had kept one of the rocks on his person for years and was able to tear apart men with his bare hands. The stories were enough for Von List who sacked and took every rock and meteor he could find and had Dr. Vogel begin working on them.

Von List walked through the base and all his soldiers stood at attention. The two soldiers guarding Vogel's lab saluted him as they opened the door so Von List could see the doctor working.

"How goes our progress, Doctor Vogel?" Von List asked him. He saw various notebooks of research and chalkboards of equations and designs scattered throughout the laboratory.

"It is in good standing, Oberführer. My research these past four years has been slow but patience is dutifully rewarded." Vogel walked over to special glass containment case that held a glowing green rock. "Whatever kind of meteor this is, its affects are well known to me now. It would appear to emit a form of energy, a radiation that had detrimental effects to the subjects I have tested it with. Given enough time and exposure, the subjects contract a unique sickness that the other doctors have been unable to cure or aid. The subjects with the most exposure pass in several weeks."

"Interesting doctor but the Fuhrer will not like a weapon that will kill its victims in weeks." Von List pointed out.

"Which is where the rest of my research has come into play." Dr. Vogel showed him schematics for new types of grenades, explosives, and bombs. "While its affects will kill its subject given enough time, the meteor is also an excellent accelerant and chemical agent. It is able to provide three times the effectiveness of traditional explosives and chemicals with only a quarter of the amount."

"Impressive, Dr. Vogel." Von List looked over the schematics and was intrigued. The meteor would provide better bombs and bullets so maybe there was something in its energy properties they could further develop.

"Thank you but my greatest breakthrough has come after I exposed the meteor to additional radiation. Come." Vogel brought Von List over to another glass display case that was covered by a tarp. He removed it show to another meteor but instead of green this one was red.

"Red?" Von List was curious what this one would do.

"My initial tests show that when samples of this rock are ingested or injected into a subject, it grants them an incredible boost in natural strength and abilities." Vogel told him and Von List was very interested now. "The process still needs to be refined. Some of the volunteers died shortly after exposure due to heart failure. But given more time, I believe I can develop a process that will turn our men into the true Übermensch we are."

"Keep working, Dr. Vogel. I will inform the Fuhrer of your progress. Mark my words Doctor. The time of Schmidt and his Hydra division are over. With your weapons…we will truly rise in the eyes of the Fuhrer and wipe out the allies." Von List stated with demented pride and Dr. Vogel smiled enthusiastically. Both of these men kept a hundred percent confidence in their plan and time would tell if it would actually work.

The war will only get worse from this point onward.

End of Chapter 1

I hoped you guys liked the first chapter for my new What if/Superman/MCU crossover story. It was an idea that was rattling around in my head for a bit and the more I thought about it the more it seemed interesting. A big shoutout to Reyel who's awesome stories Avengers of Steel and Avenger Goddess are great stories and helped inspire me. Go check them out and give them the love they deserve along with Kal Son of Odin by Luke5921 which is a great story that has Clark land on Asgard instead of Earth and The Return of Hope which is a Mass Effect/Superman crossover by Masso 2010.

Obviously my story takes places in the MCU but will differ from other stories since it's gonna start during World War 2. That's where the inspiration from Justice Society World War 2 came in and sort of touches on Superman's creation and routes. And it means he'll have a big impact on this world for the next 75 years or so when the rest of the MCU catches up to him.

The Superman for this story is a bit of a mix of various influences from TV, movies, and animated features but the most prevalent is Superman and Lois which is a great show on the CW and does Tyler Hoechlin's Superman justice when Supergirl shit all over him. Go see it if you haven't already done so. There are some Man of Steel elements as well and there will be other elements from the DC universe implemented throughout as well.

For pairing, since this story takes place so early on I'm leaning on a Clark and Peggy Carter pairing. She's the unsung female badass of the MCU, she was great in Agent Carter and I hope we can see more of her if they bring Captain Carter back. Plus it's Haley Atwell and she's gorgeous.

Next chapter, Clark's first mission in the war has him apart of Operation Husky, the allied Invasion of Sicily where he goes undercover with a special team to ready for the invasion. It'll be his first experience of war and the Germans and Italians have no idea what they're in for. Until then, everyone stay safe and stay healthy.

Clark Joseph Kent/Birthname: Kal-El

Born: February 28th, 1921, by Earth Standard. 35EORX 9998 by Kryptonian calendar AKA 0BCE

Human Age: 22

Kryptonian

Fake name: Corporal Kalvin Elbert

Appearance: Tyler Hoechlin from Superman and Lois

Wartime outfit: Corporal military army fatigues or Army Enlisted Service Uniform, Dog tags. S-shaped key necklace.

Casual Outfit: dark blue or black shoes or boots, jeans, blue or black t-shirt and either a red flannel shirt or jacket. Or grey or navy blue suit with hat. Black rimmed glasses. S-shaped key necklace.

Kelex Watch: Camouflage appearance for Kryptonian Liquid Geo AI robot known as Kelex. Incredible intelligent and able to assist Kal-El with any issues or technical advice it can offer.

Personality: Ingrained with a strong sense of purpose, morality, and compassion. Is hardworking and has a deep value for helping others for the right reasons. Brave, kind-hearted, and protective of people and those he cares about. Self-loathing of being different and not being normal. Idealistic and looks for the good in people but time will tell how rock solid that will remain. Has a temper. Afraid of heights.

Powers: Derived from Kryptonian physiology and exposure to Yellow Sun. His body is a living solar battery which absorbs and metabolizes energy from the Yellow Sun of earth for his unique abilities. Said abilities will continue to develop over time.

Super Strength: Enhanced strength greater than that of a human. Able to lift a 2 ton tractor with one hand, crush stones into dust and easily bend or twist metal. Able to leap tall buildings or great distances in a single bound. Unknown limit. Current maximum strength: 100 tons.

Super Speed: Able to move and run faster than a speeding bullet. Unknown limit. Current maximum speed: 1200 MPH.

Super Stamina: Does not tire like a normal human does. Able to do various difficult or physically strenuous tasks with no issue.

Accelerated Healing: Possesses remarkable recuperative powers that allow him to quickly heal from wounds and is immune to all forms of human or earthly diseases, illness, viruses, and toxins. Never has gotten sick.

Invulnerability/Bio-Electric Aura: Highly resistant to injury. His body is more durable and able to withstand extreme pressure and impacts. Possesses ability to manipulate one's own bio-electric aura, an invisible field of condensed bio-electricity which functions as a second skin and does not extend far from the body and can make the user's skin invulnerable on various levels. Without practice, the aura doesn't extend far from skin but with practice the field can be extended. Combined with super strength, allows user to lift large objects and move them without buckling like psychics dictates and adds additional power.

Superhuman Brain: Possesses genius-level intelligence and eidetic memory. Can process and understand a multitude of information in nanoseconds. Multi-lingual.

Superhuman vision: Senses grant him the ability so see farther and with greater accuracy and detail than humanly possible. Possibility to see invisible frequencies and energy fields that human beings cannot perceive.

X-ray Vision: Ability to see through solid objects. Only exception is lead.

Superhuman senses: Heightened sense of smell, taste, and hearing.

Superhuman Hearing: Can hear far more sounds with far more detail and at far greater distances than normally humanly possible, including sounds on frequencies undetectable by human ears.

Disclaimer: I don't own Superman or any related DC comics or Marvel properties, all rights belong to their respective owners. I'm just a big fan.