Zod smiled in the loft as he watched the young kryptonian fly into the distance.

"Well that's the end of that" he said as he prepared to fly. Taking off he flew around the country smiling at the havoc he had caused within a few hours of technological blackout. He came to stop on top of the Luther Corp. building and watched the rioters of Metropolis below.

Meanwhile…

Dave clutched his wet head as he began to open his eyes. 'Why am I soaked?' he thought. Looking around he noticed he was near a dam that had a considerable hole in it.

"Did I do that?" he spoke out loud. Then everything came back to him as he remembered Zod, Clark, and the Phantom Zone.

At the same time he noticed a huge rush of water coming towards him and eventually the city. Dave tried to concentrate his heat vision but he was still a little dizzy. Taking a deep breathe he blew a humungous amount of cold air into the water. Dave kept it up and finally the water began to freeze over.

When the water had completely turned into water Dave delivered a earth shaking punch and the ice shattered into many little pieces.

"That was impressive for a human" came a voice startling Dave.

"Whoa, where did you come from?" he questioned. "And what do you mean, aren't you human?"

"With questions like that, you cannot possible be the one I seek" with that the mysterious blonde woman took off into the sky, leaving Dave looking into the sky.

"Who was that?"


"Chloe!" called Lana as she grabbed her friend.

"Lana it's mayhem out here" yelled Chloe.

"Come on I know where it's safe" Lana shouted as she pushed threw a crowd of people and into a Luthor Corp building. After they caught their breaths Lana spoke. "Lex is doing all of this"

"Lex? How?" asked Chloe.

"Well it's not really Lex, its some General Zod, Clark was telling me about. He's taken over Lex's body."

"Well where's Clark?" asked Chloe a little worried.

"I haven't seen him or Dave since this blackout started" said Lana.

"So our only hopes to stop this are M.I.A." said Chloe defeated. Just then a green light flashed behind Lana and a person stood in place.

"Alicia?" said Lana recognizing the girl.

"Oh, good it you guys. I thought I would've arrived in the middle of the mess or something" said Alicia.

"What are you doing here?" asked Chloe.

"Well Dave was saying all these things about a kryptonian general, and if anything happens to stay away from harm" said Alicia rapidly.

"Whoa, slow down Alicia, everything is fine" said Lana putting a hand on the girl's shoulder.

"Where's Dave?" asked Alicia looking at Chloe and Lana as they both hesistated.

"He's dead" said an outside voice. The girls turned to see Zod standing there. "As you will be unless of course, Lana accepts my invitation to mate with me."

Before anything else could be said, Alicia grabbed hold of Lana and Chloe and teleported away.

"You can't hide forever" said Zod with an evil grin.


Dave came to a halt outside his front door. He had super sped from the dam but it seemed as if someone had gotten here first. 'Why would crazed people rob a farm' he thought. 'Oh well might as well kick them out.'

He walked in to see the a woman with blonde hair but couldn't see her face.

"Hey!" he said startling her.

"Are you following me or something?" questioned the mysterious blonde.

"You're in my house" said Dave, as he moved closer to her, "how did you fly earlier?"

"I do not have to explain myself to you" she snapped as she began to walk away. "I need to find someone."

Dave followed her out side as he grabbed her arm. "Maybe I can help you." She jerked her arm in an attempt to send him flying but Dave stood his ground.

"Are you sure I can't help you?" asked Dave with a grin.

"How did you do that?" she questioned.

"Let's just say I'm not from around here" said Dave. :Now what are you doing on Earth?"

"I'm Kara, I looking for a young boy named Kal-El" said Kara.

"Kara, he was banished to the Phantom Zone by Zod" said Dave grimly.

"Then it is too late I must defeat Zod on my own" said Kara determined.

"Why would you do it alone when there's two kryptonians left" said Dave enjoying the look on her face.

"What do you mean?" asked Kara confused.

"Does Tal-El ring a bell?" A look of revelation crossed her face. She did not understand how it could be but she still embraced him in a hug.

"But how?"

"Well Jor-El was something like a father and he looked out for me. When Krypton was doomed he built a ship for me too" explained Dave.

Kara looked at him. Last time he as just a boy now he was a handsome man. "Well questions can be asked later Zod must be stopped" she said firmly. "Can you fly?"

"Yea, about that..." said Dave looking off to the side.

"Have you completed your training" she asked sternly.

"For now yea, but Jor-El said nothing about flying" Dave defended himself. Kara looked annoyed and before anything else was said she grabbed him by the arm and took off. "Whoa, put me down!"

"This is the most efficient way to locate Zod" said Kara as she circled the globe.

"Really? I can think of other ways" said Dave looking at how high they were. Just then his cell phone rang and it was Chloe. "H-hello?"

"Dave listen I know where this kryptonian is" said Chloe.

"Tell me, quick" said Dave eager to get out of the sky.

"Well he's taken over Lex's body and we escaped but he found us and has Lana at the mansion" reported Chloe.

"Alright, thanks Chloe" said Dave before hanging up. "I've got a location."


In The Phantom Zone...

Clark slowly got up off the ground. He looked around to see nothing but wasteland.

"Hello! Anybody there!?" he called out but heard nothing but his own echo. Then out of nowhere a black figure struck him, followed by another. Clark soon learned his powers were useless here, wherever here was. The assault continued until they suddenly scattered. Clark didn't get to find out why however because he was knocked out from behind.

A woman pulled back her hood as she looked at the last son of krypton. "Welcome to the Phantom Zone" was all she said.

Clark awoke with a pounding pain in his head, this was a new feeling. Clark slowly opened his eyes and looked around. He noticed a cloaked figure watching him. The person pulled down their face cover to reveal an attractive woman in Clark's opinion.

"Who are you?" questioned Clark.

"My name is Raya" she said, "How did you come to be here Kal-El?"

"Where is here exactly?" asked Clark as he looked around at the small camp and beyond at the wasteland.

"The Phantom Zone, created by your father, Jor-El" said Raya. "It was used to imprison dangerous criminals on Krypton and other galaxies." Clark gave her a wary look so she explained. "Knowing the destruction of Krypton was coming Jor-El sent me into the Zone. Not the best fate but he saved my life."

Clark could tell she had some sort of relationship Jor-El. "So how do you know my father?" he asked curiously.

"I worked with your father in his research lab. I was his assistant" Raya explained. "He loved you very much, he chose you to put in the ship."

"Why didn't the rest of our race enter the Phantom Zone?" Clark asked.

"Look around Kal-El, would you want to be stuck in here with no way out?" Raya asked the rhetorical question.

Clark agreed this was not an ideal place. "Wait, there is no way out?"

Raya paused for a second before speaking. "Jor-El created one way to get out" she said. "There is a portal; but it can only be opened by one with the bloodline of the House of El."

"So where is it?" asked Clark.

"There is one thing you need" she said reaching into her cloak. She pulled out a crystal with the design of an S. "It is the symbol of the House of El. With this you can open the portal and it will keep you safe from the Phantom. It is how Jor-El has kept me safe in this world."

"Then lead the way, and you can come with me" said Clark. Raya didn't say anything but got up and began to lead the way. She lead him through the desert wasteland known as the Phantom Zone for what seemed like hours. Soon Clark could see landmarks and crystals like the ones that made his fortress.

"This is it Kal-El" said Raya but suddenly two figures appeared.

"The Last Son of Krypton" said a man's voice. Clark immediately recognized them as the soldiers of Zod that he had sent here earlier this year. "And Raya, how nice of the two of you to gather together."

"You misunderstand, he is the key to opening the portal, to freedom" said Raya. "I was bringing him here so we can escape." Clark couldn't believe his ears, Raya was a traitor.

"I have waited a long time for this moment Kal-El" said the man as he moved forward, suddenly from behind Raya cut his throat.

"Run, Kal-El!" Clark was hesitate but when Zoners began to swarn he knew he had a limited time frame. Clark placed his hand on the insignia as he felt himself being sucked in. He looked back and saw Raya on the verge of death, his last chance at knowing his true heritage was gone. "Raya!" he yelled before being sucked into the portal.

Crashing like a meteor from space, Clark impacted the Earth. Getting up with ease, he exited the crater and looked around, he had to get to Metropolis.


Kara pushed open the doors of the Luthor Mansion and successfully knocked them off the hinges. Zod turned to face the two kryptonians, and had a look of surprise.

"The daughter of Zor-El, this is a pleasant surprise" Zod spoke. "Since this human was foolish to not except my invitation, maybe you will." Dave looked in the corner and saw Lana unconscious. Then he also observed a spinning device on top of Lex's laptop emitting some kind of code.

"Kara Zor-El, be my mate, together we can repopulate this wretched world" continued Zod.

"Forgetting about someone" said Dave stepping into view.

"So you survived, what a pity" said Zod as anger flared in his eyes. "The kryptonian who's parents died at my hands. Jor-El never told you that when he took you in did he?"

Dave's expression changed. He knew from Jor-El that he was not in the blood line of El but he was still treated like a son, and brother. But this new news infuriated Dave. Running forward in super speed he tackled Zod out of the window. Zod smiled as they fell down and hit the concrete.

Punches were exchanged as they went back and forth, but Zod was getting the upper hand on the young kryptonian. Back inside the mansion Clark arrived, startling Kara. Seeing the spinning device he hit it with his heat vision, knocking it off balance and destroying it. Just then Zod flew up and Clark saw him smash Dave into the ground. That's when he noticed Clark.

"I assume you have found the portal in the zone" he said grinning, you have seen what I did to your 'brother' join me and together along with Kara as my bride we can rule this world." 'Kara' thought Clark, 'Who is that?'

Before Zod could monologue anymore Clark hit him in the chest with his heat vision Zod flew backwards taking out a nearby tree. Clark raced to the ground and to where Zod was located. Clark lifted Zod up only to be punched in the stomach repeatedly. Clark fell to his knees and spit up some blood. Zod harshly slammed him across the face, showing him no respect.

"As you see it is useless to resist my rule" said Zod. "Now join me and together we can rule this world."

Zod extended his hand in a sign of loyalty and Clark reached up and took it. "Clark, NO!" yelled Dave but it was too late. Zod had a satisfactory grin on his face, but suddenly a burning feeling was felt in his hand. A light began to emit and soon it was Clark who was smiling. Pulling his hand back Clark revealed the crystal Raya had given him. Zod yelled as he knew what this meant, trying to escape Lex's body was useless as he was sucked into the crystal and back into the Phantom Zone.

Clark stood satisfied, and looked around. Dave walked towards him with a weary smile.

"You did it bro," he said. "And I think I have a surprise for you" Dave looked towards the mansion just in time to see a blur flying away. "Crap."