When you are old enough to read these words
Their meaning will unfold
These words are all that's left
And though we've never met, my only son
I hope you know
That I would have been there to watch you grow
But my call was heard and I did go
Now your mission lies ahead of you
As it did mine so long ago
To help the helpless ones who all look up to you
And to defend them to the end

Defender

Ride like the wind
Fight proud my son

You're the defender
God has sent

(Defender – Manowar)

SUPERMAN: THE ULTIMATE MARVEL

Many Years ago …

Algo City, Planet Krypton

"General Zod, Non, and Ursa," a booming voice spoke as the three criminals stood in a large circular room. "You have been charged with treason, various cases of murder, and countless war crimes against the Planet of Krypton. How do you plead?"

"Insolent fools," the woman Ursa snapped, fighting against her restraints, "the Great Zod pleads to no one!"

"We the Council of the Free Planet of Krypton find the accused … Guilty. Jor-El, you may begin their punishment."

A dark haired man in red and blue robes walked out of the shadows and approached a control panel near the three criminals. "Jor-El, do not do this, free us and we will save the world. Do this and you doom us all."

"You've gone down a path I cannot follow, Zod," Jor-El shook his head, pressing buttons on the control panel. "May you someday find peace, brother," he said before light appeared at the criminal's feet, sucking them downward screaming.

"Thank you, Jor-El, you did what-" The Head of the Council started, but the man waved them off.

"Save it," Jor-El said sadly, "I'm just waiting for you to put me in there. After all, it was my idea that drove him to this. I suggested we continue to develop our military to combat the Herald, and he took it a great deal too far."

"Galactus, the Silver Surfer," the Councilman laughed, "That is the stuff of children's stories! That was old religious stories to keep our planet clean. You mustn't take the legends seriously."

"I still say we need to evacuate to some of the other worlds in the system. The Skrulls have been fought back. Even if I'm wrong, this is as good a time as any to expand our population." Jor-El argued.

"All space travel is prohibited, Jor-El, you know this," the Councilman said more firmly.

"Don't worry, my wife and I won't leave the planet," Jor-El waved him off. "I swear it. Now if you'll excuse me. My Family awaits…"

"Of course, give Lara, Kara, and little Kal my greetings." Jor-El didn't reply as he left the Capitol Building and made his way home.

A short walk later, Jor-El entered his family home and found his wife sitting in a seat fast asleep. Jor-El leaned down and kissed Lara's forehead, stirring her awake. "Oh, you're home, Jor-El, Zod …"

"It's all been taken care of, my love," Jor-El gave a tight smile. "Kal-El asleep?"

"Are you kidding? Do you think Kara would give us grace of letting the child wind down before bed?" Lara grinned to her husband before standing at his side and leading him to the nursery.

Jor-El couldn't help but smile when he saw his sixteen year old orphaned niece dancing around the room holding a dark haired baby boy in her arms. Kal-El's coos and laughs echoed the room as Kara sang and danced around letting her long blond hair whip around them. "Is this your idea of putting the baby to bed, Kara?" Jor-El smiled warmly.

"Me and Kally were just dancing, Uncle Jor," Kara flashed a bright toothy smile. "Maybe someday he'll be able to take the lead for a change." She added, sticking out her tongue at the baby in her arms.

"I'm sure he will, and with you for a teacher, he'll be a graceful dancer," Lara said, placing a hand on the young girl's shoulders. "Now, it's getting late, and we all need rest, especially Jor-El."

"Aw … ok, I'll see you bright and early in the morning, Kally," Kara said, kissing Kal-El's forehead before handing him to her mother. "Night, Uncle Jor, night, Aunt Lara," she said, walking past her foster parents.

"Her father would be proud of how she's growing up," Lara smiled fondly after her.

"I just hope she'll have the chance to continue to grow up …" Jor-El sighed sadly.

The Family all prepared for bed, none aware this would be their last night as a family …

(S)

Early the next morning, before the sun could cast its crimson rays across the planet, Jor-El woke up with an odd sense of dread. He climbed out of bed quietly so not to disturb his wife, walked out of the bedchamber and gasped when he saw someone standing on the balcony. The man looked as if he was made of pure silver and held a large board at his side. Jor-El timidly opened the door and walked toward the stranger.

"Hello, Jor-El of Krypton. I have been watching you," the Silver Surfer said in Jor-El's native language.

"You're the Silver Surfer…" Jor-El stared at the man.

"That is what some have called me, one of the kinder titles I have received," the Surfer stated, "You know of the coming tragedy of this world. I am aware of your forewarning your peers, yet it has been to no avail. I have come and shown myself unto you as a last chance to warn your people. Take me to your Council so that I may plead with them to save your people before it is too late."

Jor-El wasted no time getting dressed and calling an emergency meeting of the Council. And while he was sure most were going to complain, all complaints died when they saw the silver skinned man following Jor-El into the Council chamber.

"Jor-El, what's the meaning of this?" several Councilmen questioned as they stared at the Surfer.

"Leaders of Krypton, I come baring a warning. Galactus is coming." The Surfer proclaimed with practiced ease. "He will destroy this world and all on it. Without delay, he will be here in twenty-four hours. I can buy you all a week or two to evacuate, but no more. This planet's time is up; it is up to you if her people will live on or not." He finished and the Council broke into hushed whispers and horrified expressions.

"You underestimate the people of Krypton," the Chairman stated with a smirk. "We have a weapon that can defeat any opponent. It has worked on General Zod's rebellion and it will work even greater on Galactus and his craft."

"You don't mean …" Jor-El's eyes widened.

"Tell Galactus to come; we will be ready." The Chairman waved off the Surfer and glanced to the rest of the Council. "Prepare to bring Brainiac back online."

The Surfer looked down sadly before glancing to Jor-El as he hopped on his board. "Get your family off Krypton. Do not let this great people be completely destroyed. Your son, especially, I sense a great destiny for him." The Surfer said before rocketing out of the chamber in a streak of light.

Jor-El glanced to the council then to the exit before running out. "Do not do anything foolish, Jor-El!" The Chairman called after him.

Jor-El ran straight home "Lara, Kara, get Kal-El," Jor-El said frantically, "We're leaving … now!"

"Jor-El, what's going on? Should we pack anything …" Lara asked, frightened by the horrified expression on her husband's face.

"No, just take the clothes you're wearing now." Jor-El said, glancing up to see the equally nervous Kara coming down with Kal-El in her arms. "The Council's doomed us all. We're leaving on the rocket at the space center... while we still can." Jor-El paused only a moment to grab the memory crystal he had been got for Kal-El for when he was older and placed it to his own forehead for a moment, recording several new memories into it. "That should do. Let's go, hurry!"

The family ran to the nearby space port and Jor-El lead them toward the large rocket craft he designed. "We'll go into hibernation for the trip. I'm going to get us as far away from Krypton as we can," He said, pausing at the control panel for the rocket.

"Where to … wait … small planet … far enough below us in technology and knowledge for us to learn to fit in … perfect. Let's go!" He ordered leading his wife and niece toward the rocket.

"JOR-EL, FREEZE!" A group of troopers ordered, aiming their weapons at the family before opening fire. Jor-El pushed Kara down but wasn't fast enough to save Lara who took several hits and was likely dead before she hit the ground.

"AUNT LARA!" Kara cried as she watched the woman who raised her fall.

"Kara, we have to hurry!" Jor-El said, avoiding looking at his fallen wife and pushing the distraught teenager and crying baby to the shuttle, taking several hits to the back as he went.

He quickly helped Kara into one chamber and sealed it before he took Kal-El to a smaller one toward the front. "I will always be with you, my son. Take care of each other …" He said, placing the crystal to his forehead for another moment, then placing it with the baby and sealing the pod. "I love you both, my children … now … fly … fly …" He said, falling back from his injuries as the rocket's engine took to life and shot into the sky.

(S)

"Sir," A trooper said reporting to the Council. "Jor-El and his wife have been killed … and their children have escaped the planet."

"So be it, there's nothing we can do for them now." The Chairman said sadly, "Is Brainiac ready to activate?"

"Yes, sir," Another councilman said, "Brainiac should come online any moment now."

A moment later, on the main screen of the Council Chamber, three green dots in a triangular formation appeared. "Welcome back to the land of the living, Brainiac." The Chairman greeted. "Brainiac? Has his audio reception activated yet?"

"Threat analyzed," Brainiac's digital voice spoke up. "Suitable means for prevention of Galactus attack formulated. Beginning operation now."

"Um … Sir!" One of the Council members called out frantically. "The Power Plants … they're all overloading!"

"Which ones?" the Chairman asked glancing to the screen.

"A-All of them! And all the armaments are arming." The councilman was breathing rapidly in fear. "All of them are targeting Krypton's most volatile fault lines …"

"Brainiac, what's the meaning of this!" the Chairman asked hotly.

"There is no way to match Galactus' power," Brainiac's digital voice spoke. "Only logical course of victory is prevention of Galactus gaining Krypton's resources by destroying them. Farewell." It said as the screen blinked off. The planet shook with chaos, but the Chairman sat in his seat in utter shock as all life on the planet Krypton ended.

(S)

SHIELD Defense satellite … several months later.

"General Fury, sir," an operator spoke through the calm to the SHIELD Headquarters seeing the face of the newly assigned leader of SHIELD.

"What is it, Doctor," Nick Fury asked, narrowing his good eye at the scientist with his lips in a tight line surrounded by his goatee.

"We have an incoming alien craft. Detecting two life signs on it."

"Is it hostile?" Fury asked.

"I'm not sure…"

"Shoot it down." Fury ordered before the screen blinked out.

The Doctor nodded anyway to the blank screen and he and his crew began arming the missile systems on the satellite, locking on to the small craft. Dr. Hamilton looked away as the missile fired and struck the small craft breaking it in half, both parts falling out of control toward the earth; the largest part falling toward the northern United States, the other falling toward the Midwestern States. "Track the largest part, maybe we'll find survivors."

(S)

16 Years Later

A young teenager with shaggy dark hair sat in the loft of his family farm with his blond headed best girl friend, staring out on the clear afternoon. Clark Kent was your typical Smallville, Kansas teenager; he had friends, insecurities, and growing problems. And like others he has read about, his were a bit different. "So …" Clark's best friend Chloe asked, kicking her legs out as she sat back on the old couch. "When are you going to tell the 'rents that you're a "you-know-what"?"

"Gee, I don't know," Clark smiled, pushing his glasses up on his nose. "'Hey, Ma, Pa, just thought I'd let you know I'm a mutant. What's for supper? Meatloaf again?' Yeah, that would go just great!" Clark took off his glasses and glanced to Chloe, then turned quickly and replaced the special glasses Chloe had got for him with shielded lenses. "Shoot, forgot… sorry, Chloe."

"Don't worry bout it, Clark," Cloe smiled, "Though I wonder if I should be flattered or insulted that you refuse to check me out with those X-Ray peepers."

"Maybe I can keep it a secret, you know?" Clark asked, sitting down beside her.

"Clark, a year ago Lex hit you with a CAR, and you didn't get a scratch. You can see through things, burn holes through walls when you get mad just by staring; you're tougher than a train, one of those new ones, not the sucky, old locomotives, faster than a bullet, and can leap tall haylofts in a single bound. Lana's already getting super-suspicious; are you wanting to push her away?"

"No, yes, maybe, I don't know …" Clark put his head in his hands.

"You need to talk to your parents," Chloe rubbed his shoulder affectionately. "I did some research on the web; there's a place that can probably help you: Xavier's School for Gifted Youngsters. I'm pretty sure, with all you can do, you'd qualify for admission and probably get a scholarship."

"Maybe you're right …" Clark sighed after a moment.

"Of course she is," another voice spoke from the stairway. "She's my cousin, hence she'll always have superior judgment over a lowly farmboy like you, Smallville."

"Um … did you hear what we were talking about, Lois?" Clark asked nervously as the slightly older yet feisty brunette came bouncing into the loft.

"Nope, but Chloe's right on default when talking with you, Kent," she said, walking up and rapping her knuckle on his head. "See? She's got brains where you have nothing but air beneath the hair."

"What's up, Lois?" Clark asked quickly, changing the subject.

"Just thought I'd pop in and say bye," Lois said, growing serious. "I got a job and I owe it all to you two. Chloe's teaching and your knack for getting me into trouble, Smallville, helped me get a job as a reporter for a paper in NYC. I leave first thing in the morning to meet Mr. Jameson."

"You're leaving?" Chloe blanched, "New York City paper, that's … great!" she said, jumping up to hug her cousin.

"Thanks," Lois nodded before glancing to Clark expectantly. "Well, where's my praise and admiration, Smallville?"

"You won't last a week in the big city," Clark said, crossing his arms and looking back at her challengingly.

"Excuse me?" Lois narrowed her eyes. "I was raised in Metropolis, I'll have you know. I'm perfectly capable of taking care of myself."

"I'm not sure staying on a military base with 'Thunderbolt' Ross would be considered living in the city, Lois, and being a general's stepdaughter, you probably had plenty of security even if you didn't realize it," Clark added, adjusting his collar.

"That's the biggest bunch of crap I ever heard," Lois narrowed her eyes. "I'm on to you, though. You can't bear the thought of me leaving without you confessing your eternal love for me; that's it, isn't it?"

"I'd just soon confess my love to Pa's prized pig," Clark replied with a yawn, "Betsy gives better conversation."

"You stupid hick!" Lois growled.

"I take that as a compliment, brat," Clark smirked in reply.

"Ok, Ok, let's all keep this civil, here," Chloe stood between the two.

"Seriously though, Lois, be careful over there," Clark said, turning serious.

"I'm always careful, Smallville," Lois puffed a lock of hair from her face, "You're the one I always have to rescue. Bye, guys, don't forget to write!"

"I give her two weeks before she gets in trouble…" Chloe said after Lois had left the property.

"There's plenty of heroes over there, though, I just read that Captain America's back," Clark grinned, remembering the article of his favorite hero growing up.

"You're still going to fly by every so often to keep an eye on her, aren't you?" Chloe asked, crossing her arms.

"I have no idea what you're talking about," Clark smiled, stepping toward the stairs. "After all, she was the one rescuing me, remember?" He turned to see Chloe still staring at him coolly. "OK, I'll talk to Ma and Pa as soon as they get in."

Chloe finally stood and walked to her friend, whose six foot two towered above her small five foot five frame. "Good, 'cause they just pulled up." She said before standing on her toes to kiss his cheek. "You can do it, Superman." She said, calling him her personal nickname for him. "Want me to stay and back you up?"

"Na, I've got it, Chloe," Clark smiled as he turned to see his parents getting out of his dad's pickup in front of the house. "Thanks for the offer."

Clark walked Chloe to her car and waved as she pulled out of the Kent Farm's driveway before turning to the front door and taking a deep breath. "Here we go, Clark … are you man or superman?" he asked himself before walking into the house.

Clark found his parents in the kitchen; Martha Kent was fussing over the kitchen, preparing supper, her red hair waving behind her as she moved quickly. Jonathan Kent sat at the table reading the news paper. "Ma … Pa … I need to talk to you guys about something … it's important…" Martha stopped instantly and moved to stand beside her husband, watching the teen worriedly.

"What's wrong, son, still doing well in school?" Jonathan asked, sitting down his paper.

"This may be a bit hard for you guys to accept. I know some people really don't like … people like me …" Clark said awkwardly, avoiding looking his parents in the eyes.

"People like you? Clark, what's going on?" Martha asked, a worried motherly tone to her voice.

"Ma … Pa … I'm …" Clark took a deep breath, "I'm a mutant …"

There was a tight, thick silence in the Kent family kitchen for several moments.

Clark's eyes widened when his mother just went back to work and his father let out a breath. "Great Scott, Clark, I thought this was something serious."

"Ma! Pa! I just told you I'm a mutant … shouldn't you … be shocked … threatening to disown me … turn me over to the government? SOMETHING?" Clark blanched.

"Oh, nonsense, dear, you've been watching the news too much," Martha patted her son's cheek, "And you most certainly are not a mutant, Clark."

"Um …" Clark blinked before pushing himself into the air in the middle of the kitchen, then pulling off his glasses to light one of his ma's candles with his heat vision. "If I'm not a mutant, how can I do this?" He asked, replacing his glasses and settling back down to the floor.

"Maybe it's time we had a confession of our own, son," Jonathan said, running a hand through his shaggy blond hair before putting on his ball cap. "Martha, time to show the boy the package the stork left him in."

To Be Continued ...