Author's note: When did I ever say I was making Lex happy I was just having Emma screw with him by giving a moment of bliss before taking away any happy memory he had of Clark and Lana and considering Lex's life that could be every happy moment he had left?

In the streets of Metropolis two blurs rapidly approach the center of the city as they come up to an old building one red and gold and the other red and blue. Bart smiled entering first. "And once again I always win."

Clark moved his hand clearing his view. "The cape was made for flying not walking. So promise to behave in here."

Bart put his hand up. "Scout's honor bro."

Clark lifted up the welcome rug and Bart rolled his eyes seeing a tiny little key.

"OK stretch I know people are trusting in Smallville but this is pushing it."

Clark smiled. "Lift it."

Bart looked at him and bent down to pick it up and to his surprise the key weighs a ton if not more. "Stretch what is this?"

Bart stopped to catch his breath and Clark easily bent down and picked the key up. "Dwarf star matter. No one but me and one other thing on this planet can lift it. And I'd know if he tried." Clark replied unlocking the door.

Bart opened the door and saw a whole lot of green lighting. Clark looked up and simply said. "Lara Lor Van"

Bart watched in awe as all the green lights faded and the building became mostly normal with multiple computers scattered about as they go into an elevator heading to the top floor with even more technology scattered throughout. "Stretch this is one of the coolest things I have ever seen. How did you afford this?"

"I inherited all the proceeds from the farm and they went to Lionel Luthor for three months whom managed to quadruple it in that time. I used the money and very advanced technology to build this place in three months. In case my fortress was ever lost or I can't get to it. welcome to watchtower."

Bart looked at him confused he's radioactive why would he come here. "So what's keeping cue ball from knocking on your door?"

Clark points to the windows and Bart looks out jaw open a simple whoa escaping his lips. "He thinks I'm enjoying the view of Metropolis." Clark manipulated something as all the computers came on as he stood in the center of them

Bart looks up and sees at least 20 monitors all showing different things so fast that if it was anyone else they would have lost track in moments. "OK now it's officially one of the coolest things I've ever seen."

Tony was in his lab at Stark tower drawing up blueprints to take his building off the electrical grid with an arc reactor a beacon of clean energy for all mankind... needs work. He's also trying to figure out a new deployment system for the Mark VII. Mark VI works fine when he's ready but could lead to trouble when he's not. The Mark V was good but the suitcase design left little room for anything but repulsors. He hears an alarm go off and smiles. "Finally... the guy has the most powerful computer in the world and he lets it collect dust."

Jarvis echoed over the sound system. "Sir the cameras have been activated by another source."

Tony got to his feet. "Gee like I didn't know that JARVIS. Trace it."

"I already started it's in North America, Metropolis Kansas I'll forward the coordinates to the Mark VI"

Tony walked out to the edge of his building as the floor came to life as Tony walked. Automatic screwdrivers assembled the suit piece by piece until there was nothing left but the helmet as he walked to the end of the walkway as the helmet is put on by helping hands. "Tell Pepper not to wait up for me."

Laura ran through the streets keeping track of her prey's scent. With the rest of the girls following behind.

Chloe panted for breath. "I'm a city girl I'm not meant to be running through New Mexico."

Rogue rolled her eyes and ungloved touching Chloe's hand for a brief second as both girls stumbled back from the brief absorption.

"Thank you" Chloe replied as she starts floating and following them.

Laura stops and rolls her eyes she's starting to see Rogue's point of view. "He got hit again."

Rogue leads the others down to two young girls and an older man along with Thor left on the street again.

Clark looked through the files with steady eyes he's going to need them all if he wants to get what he needs to bring Lex down.

Bart looked at it and even he can't tell what he's looking for. "Stretch why are you looking through toy factories… now tire plants."

Clark didn't take his eyes off the screen moving his finger collecting files. "I'm not looking at the factories I'm looking at their shipments. The places that don't send anything or don't make a single toy they're data hubs that will show us the more illegal side of Lex's empire."

Bart nodded as Clark got a list together and started transferring data to a flash drive before turning off all the monitors hearing someone coming.

Bart watches as the glass window next door is carved open by a laser as Iron Man lands inside.

Clark rolls his eyes and pushes a button as the windows open. "You owe the neighbors a new window." Clark said in a deadpan matter of acceptance.

"I'm good for it." Tony quipped flying into what seems to be Superman's home base and putting both hands up at each person as the window closes.

Bart looked to Clark with a devilish smile as an idea came to his head. "Twenty bucks says twenty seconds."

Clark just put his hand out in a handshake as Bart moved in a blur leaving the computer and coming back as a red and gold tornado circled Tony until Bart went back to standing right beside Clark.

"Time?" The speedster asked.

Clark rolled his eyes and pulled out a clean twenty dollar bill that the speedster takes. "Eighteen point nine."

Tony stuck his hands up. "I have some questions for you."

Clark looked at him. "And what are you going to do if we don't answer… face palm us to death?"

Tony looked at his hands and saw his own flesh as checked himself with the exception of his mask all of his armor was missing. "Huh… well at least you've proven you have secrets tough guy."

"Guy has gotta live somewhere." Clark pointed out. "How did you find this place?"

"Your cameras let out a very unique soundwave… to the planet earth all I had to do was have Jarvis track it back." Tony replied. "You know I'd like to think there's a better way to protect people then keeping the world in a bottle and constantly watching it."

Clark looked at him did Tony Stark really just go there. "Says someone who wears a walking WMD and keeps it to himself."

"Not a positive opinion on me." Tony quipped.

Clark typed and a video came up. "Kind of hard to with gems like this out there."

Tony looked at the screen and saw himself at his birthday party... oh not good. "A lot of people ask me how I go to the bathroom in the suit… just like that."

"Certainly inspires confidence doesn't it." Clark quipped.

Tony leaned back against the bottom of the computer. "I'll have you know there's a filtration system in that suit. You can drink that water."

"I'm sure." Clark replied as he moved in a blur and reconstructed the suit. "What we're doing is helping people that the bad guys manipulate legal system to keep buried Mr. Stark nothing that illegal but you're not a part of that."

All three are taken back by a blasting alarm as the room flashes red.

Bart looked at it. "Another unwanted guest?"

Clark moved Tony aside and took the spy ware off the computer knowing it didn't hack anything. "No that's the big alarm. Brainiac is finally making a move."

Clark scanned the area and saw it. "New Mexico?" Clark was confused he couldn't think of anything the cyborg wanted there but he wasn't taking any chances. He pushed a button as Bart and Tony watched a chamber rise from the ground. Tony looked inside and saw a black Superman suit. Unlike his other one there's no underwear and this covers his hands with gloves and silver bracers at his wrists that look like solar panels that run all over the costume. with a silver S.

Bart looked at it. "That's kind of dark for you stretch." Bart quipped as Clark took the suit out.

"It's my solar suit." Clark answered. "It's made mostly of light lead and another cloth specifically designed to absorb sunlight so I can move around with it and not worry about absorbing other kinds of radiation could have used this last week."

"That sounds complicated." Tony quipped.

Clark shrugged. "Well my original idea was just a lead hazmat suit with the symbol put on it but it seemed kind of easy to break the helmet. This way I'm not a hundred percent covered but I'm able to take a beating."

Clark opened the door. "Mr. Stark I want you out of the building."

"Fine… I'll just got to Mexico." Tony quipped. "Eat a burrito."

Clark knows if he can take out Brainiac he can stop Zod right here right now. "Do what you want to do just don't do it here. Impulse I need you to come with me to get civilians out of the way."

"No problemo amigo." Bart agreed stretch helped out earlier so he does kind of owe him one. he will be talking to him about a better codename though.

Rogue flew down and checked Thor making sure the man hadn't hit his head any worse then he must have already.

Thor held his head coming too this is just not his day.

He hears one of the voices say. "This time I swear I didn't hit you on purpose please be ok."

Thor looked up and saw the three from earlier he's trying to remember their names. He also sees Rogue holding her hand out to him. Thor looked at the girl and put his hand out as a joke to his surprise Rogue yanked him up quite easily.

Kitty looked at the group she's starting to think some introductions should be in order. "So who are you people and how do you know Thor?"

One of the young women on the other side made the introductions. "Well I'm Jane Foster and this is Darcy Lewis and Eric Selvig we're all scientists."

Kitty nodded and made the introductions on their side. "I'm Kitty Pride. And this is Rogue, Jubilee, and Chloe." Kitty looks over and sees Laura standing alone sniffing the air like she's looking for someone. "Oh and the walking bad attitude is Laura."

Laura tuned her out and looked up to the sky with a smile seeing Clark fly by and wave but what is he wearing? It was black and Silver instead of the traditional red and blue much better in her opinion.

"Ladies" Clark flies off knowing not stay there for long.

Iron Man flies by and looks at Rogue. "Nice hair"

Chloe rolls her eyes she has to call Clark and find out about this how many billionaires can Clark make friends with. She turns around and jumps back startled by a teenager in red and gold.

"Hey beautiful did you miss me?" Bart asked.

Chloe was getting her heart back into chest as it calmed down. "No, do I know you?"

Bart kissed her hand in a smile. "You don't remember me? We had a moment in the Talon last year."

Chloe looked at him and no, not a clue. "Oh right lifetime ago and I have a boyfriend now but nice seeing you big mouth. I think your friends might need you."

Bart sighed the beautiful ones are always taken or they are gay either way he never gets the girl not that any of them could keep up with him. "Well good catching up I have work to do so see ya."

Bart chases after Clark and Tony catching up with them again in no time.

Chloe got the attention of the others. "So besides running down our common friend what brings you two out here?"

Jane looked at Thor. "We're scientists we believe our common friend here might be able to explain some of our readings."

Thor looked at both groups. "I do not have time to answer your questions humans I must find my hammer."

Jane got an idea. "I'll tell you what we'll help you find it OK in exchange for what you know."

Eric looked at her this was a very bad idea considering their earlier run in with SHIELD. "Jane I don't think this is the best way of recovering the data that was stolen from us."

"It's not like we have anything to lose they took everything. Jane's life work." Darcy pointed out.

Chloe thought it over and turned to the X-girls talking as a group before they all nodded knowing Chloe could use some help if she gets in trouble. "Do you guys mind if we come with you. It beats just going to the beach?"

Jane shrugged she didn't see any harm. "Sure we can all go to jail together."

Coulson looked over the impromptu building made to house the mysterious Hammer. A couple agents believe this is rightfully Superman's weapon as it showed up the same exact day he did and he merely cleaned up the mess he caused by dropping it onto a plane wing but he would have picked it up by now and if the translations were true he would have had lightning powers as well.

Coulson is pulled out of his thoughts seeing an alarm go off. "Speak to me Hawkeye."

"Five agents down. Hostile resembles the person that attacked Commander Fury." Clint answered. Clint fired an arrow hitting the dark haired man in the shoulder as it exploded. He doesn't feel any regret he just watched him killed five people. He watches the shoulder reform and the man go back to work. "Make that a confirmation they are one in the same."

Coulson nodded and knew how dangerous this man was. "Call a retreat and pull everyone back. If the inscriptions are true his plan is destined to fail anyway."

Brainiac smiled seeing the base clear out. Who would have thought some of these primitives actually have brains. He hears a sound in the distance and groans as he's hit by an unmatched power and sent flying out of the building and through the roof as he stops hovering twenty feet in the air. "Kal-El"

Clark looked at him with an unflinching face. "Brainiac… so, where's the rest of you?"

"I'm keeping busy." The machine answered.

Brainiac looked over Ka-El's new costume. "No red and blue, making a spectacle of yourself."

"Right now I'm here to stop you and Zod." Clark answered not flinching.

Brainiac looked at Clark that was rather cold for a member of the house of El. Well at least one that isn't Zor-El. "You side with these human against your own kind."

Clark looked at him not revealing an inch. "My father sent me her to protect this planet from you and Zod and that's what I'm going to do."

Brainiac lunges at Clark fists out as Clark moves out of the way and answers back with his own punch to the face knocking the machine down to the ground. Clark lands and slowly approaches the machine and Brainiac turns back with a smile holding a piece of kryptonite. Clark just looks at him and wrenches the machine's arm forcing him to drop the kryptonite. At least the new suit is proving the material works if he can ever get back to the fortress he's going to have to make a red and blue suit out of it and maybe ditch the red underwear for something more practical. Clark proceeded to rip his arm off and hit him with it across his face as Brainiac fell down and dropped on his stomach.

Clark picked up the kryptonite from the floor and threw it into the sky and out of sight feeling slightly weaker but not by much. "I hope you had a plan B."

Brainiac regenerated the arm and it transformed into a long blade as Clark quickly dodged the attack. Brainiac was frustrated above anything else. Kal-El completed the training. If he hadn't they be on equal grounds right now but now that he has it becomes more important that his cloning project becomes a success. "Step aside Kal-El a god deserves a godly weapon."

Clark looked at him. "Zod isn't a god, he's not a kryptonian and right now he isn't even a man he's just a wraith locked up for eternity…good riddance."

Clark watched as Brainiac's eyes glowed red and blasted him through the wall. Jor-El said the machine could mimic strength flight and speed not the rest of his powers. "Thanks Dad"

Brainiac lunged at Clark with both hands turned to blades but Clark caught him and quickly used his feet to counter the momentum and flip him over knocking him into the next room. Brainiac just smiles seeing what he came here for. Brainiac moves at Super speed and tries to lift the hammer but to the machine's surprise it doesn't lift.

Clark ran up and punched him in the back and when Brainiac tried and overhand fist Clark ducked under it and countered with a kick to the stomach knocking him back. Brainiac moved in a blur and Clark quickly spun in a circle grabbing the hammer and hitting Brainiac in the face with it in an uppercut motion knocking the machine through the roof and into the air with it as lightning channels through the hammer and electrocutes him Brainiac is repeatedly struck by lightning until he overloads and explodes.

Clark mutters under breath he should have used his weapon not some hammer. That attack was just meant to incapacitate him. Now he's still out there and all he has is this stinking hammer. Clark looked at the inscription on it. "Whosoever holds this hammer, if they be worthy, shall possess the power of Thor."

Clark puts it down where he left it. Its enchanted for Thor alone and he has enough of a god complex besides the Norse god will be looking for it soon enough and who knows how much damage would be left in a fight between the two of them.

Clark walks outside the building and saw Bart and Tony gathering up the last of the Shield Agents and Clark smiled seeing an archer has an arrow aimed right at his heart that won't do much good. "He'll kill an agent and other people if this thing ricochets."

Coulson just nodded as Clint put the bow down. "So… do we call you Superman or Mr. El?

"I prefer Superman." Clark replied between Mr. El and the black suit he'll never hear the end of the Zorro jokes from Bart.

Coulson looked at him. "I have to say right now... I miss the old suit… more patriotic."

Clark looked himself over he likes this suit but he also misses the red and blue. "I agree this is more eleventh hour emergency then anything... Also I'm a Captain America fan."

"So do we have to worry about that machine coming back?" Coulson asked.

Clark does the only thing he could think and nods his head. "I didn't realize how powerful the hammer was. I destroyed one but there could be hundreds of him out there now. But he can't hide not for long. And when he comes back I'll be right there to stop him just shout if you see him. Now excuse me I have to go."

Coulson nodded seeing Clark off as he checked with his team. He didn't get a chance to ask about the avenger initiative but Fury will figure something out because he has his orders. "So that was Superman. Anything to report."

One of the agents nodded and held up a device. "He's been tagged sir."

Coulson looked at the device and saw him blinking as he headed back towards Metropolis along with the signature of the arc reactor. Well the Hammer is safe and they might have a way in to Superman through Stark but he's more concerned about who's trying to keep track of him.

Stark took off after Clark and it didn't take long for him to get back to Metropolis though from the looks of it Superman and his little friend have been here quite a while and are enjoying quite the buffet of burritos.

Bart finished up some nachos and looked up seeing Iron Man. "Hey Tin Man." Bart held up a burrito. "El intestino buster?"

Tony shrugged as his helmet slid open. "Yeah why not let's just take a day. So did you learn anything today?"

Clark nodded pulling out a dagger encased in lead. "Yeah next time I fight Brainiac... use my own weapon."

Tony watched as Clark unsheathed it as a pure white knife emerged almost pure crystal. He went to touch it but Clark quickly pulled it back.

"Don't take it personal but if you touch this odds are it will fry Jarvis I think you called him and everything else connected to it." Clark replied.

Bart looked at the dagger. "What does it do?"

"It destroys electronics and this is the only one I could make that isn't connected to the fortress if I stab Brainiac with it I'll get every piece of him on earth all in one stab."

Tony looked at Clark he didn't exactly seem like Superman today but more like a solider doing what was necessary. "So what does Brainiac plan to do that has you so nervous you stuck the whole world in a bottle?"

Clark sheathed the dagger and looked up at what he has been warned about for three months and took another three months preparing for it even before joining the X-Men. "He plans to release General Zod and his personal army from the Phantom Zone. It would be like hell on earth. Zod and his men were so feared on Krypton they turned them into wraiths to try to insure it doesn't happen again."

Bart saw how serious Clark's tone just became. "One little army we can handle that."

"It's an army of me." Clark replied. "The strength the flight the invulnerability I put the earth in a bottle because I have to stop him before that happens."

Tony just pointed at Clark in the black suit. "Slow down Black Sabbath you just said these people would be ghosts won't they mean they won't have bodies for their incredible powers like you."

Clark nodded wishing it would be that easy to just pull a group of wraiths out of humans but once again dear old dad screwed him over. "There's a cloning matrix on this planet."

Bart looked concerned this Brainiac has a jump on all of them. "And what is that exactly stretch?"

"Its kryptonian technology called the orb of Kandor. It was sent to Earth ahead of me. It's in two pieces on this planet and whoever puts it together will resurrect clones of Krypton's best and brightest. Which until he betrayed them was mostly Zod and his goons." Clark answered painting the complete picture.

Tony glared at him they gave this army the perfect chance to come back. "Your people are are a group of Wild E Coyotes you know that. But I wasn't wrong about what I said you can't keep the planet in a bottle and even you can't do everything alone. I tried the nuclear deterrent route. It didn't exactly calm everything right down."

"I know." Clark replied he helped Stark and the other guy fight off Vanko. "But Iron Man is too risky to count on for help."

Tony clenched his fist he said he wasn't going to waste his life and saving the world seems to be a pretty good cause.

"But Tony Stark can." Clark added showing he has earned a little bit of respect for Stark,

Bart looked at him. "What are you thinking stretch?"

"I'm thinking Tony Stark is a billionaire and a former Iron Monger. He can get in and bug Lex's computer and save us the trouble he might be able to crack where Lex's level 3 labs are long before we can. Maybe even find Brainiac's ship." Clark replied also the idea of sicking Tony on Lex does amuse Clark. It might even be enough payback for what he did to him and Laura.

Tony looked at him. "You expect me to gain the trust of Lex Luthor and burn the ground beneath him… I like it count me in."

Bart looked to Clark wondering who else he knows. "You got anyone else in mind for this little group."

Clark nodded there's a few more he'd say Chloe but after what Lionel did to her and she's a genuine meteor mutant he wants to keep her away. "Three more one already said yes, one I don't know, and one I have to track down in New York."

Author's Notes

Thanks for the reviews

Brainiac seemed to hold his own against cannon Clark but once he became Superman Jor El said his full powers were unleashed so by that reason Clark is stronger then Brainiac in this

Up Next: Spider man and Thor.