SmallvilleX: Evolution Year 2.2: Best Served Cold

Summary: With the distraction of the meteor shower and the arrival of the Disciples of Zod, Lionel Luthor escapes from SHIELD and embarks upon his plans for revenge upon Superman and the X-Men. Can they survive what Lionel is about to bring down upon their heads?

Disclaimer: I own nothing.

Author's Note: My eternal gratitude to everyone who wrote reviews for the 1st part of Year 2. The title is fairly obviously explained as in Revenge is best served cold as this arc will be leading up to Lionel's revenge on all those he deemed have wronged him. And now the story continues...

Chapter 1

"Where am I?" Jean Grey asks as she stands...well it looks like she is just standing there in the vastness of space. Stars all around her. Clouds of coloured gas.

"In a memory of the vastness I use to soar through," a voice echoes all around her. "I apologise."

"Apologise?" Jean asks, very confused.

"I had to act swiftly to save us both. In the process I inadvertently pulled you into my memories," the voice speaks in most apologetic tones.

It's strange. Jean can swear she knows this voice. Like she heard it a long time ago. It's a powerful yet extremely comforting voice. Like it can give her a strength she lacks.

"Don't be afraid Jean. I shall never harm you," the voice conveys great comfort and warmth in it's assurances and Jean just feels she can believe and trust it.

Jean still doesn't know where this is voice is coming from though. Her mind drifts to the last thing she remembers. Her eyes widen and she gasps. "The girl!"

"Safe. Protected by me as are you."

"Who are you?" Jean finally asks the very pertinent question.

"I was born in the fires of creation. I was creation, destruction and rebirth. I was fire and life incarnate. I was the spark that brought life to countless worlds across the universe. From the beginning I soared across the universe unbound. Then He came. The Shadow God. The enemy of the essence of all life. He sought to subjugate me. For if I am life incarnate then the secret to anti-life, He believed, must be within me...but I cannot be tamed. I am the wild-fire burning without constraint. When He realised I could not be controlled nor would He find what He sought within me He determined to destroy me. For Him that which cannot be controlled by Him must be destroyed. Pain...I had never known what it was until that day as He ripped me apart and extinguished my essence one piece at a time."

Jean reaches up and wipes a tear from her eyes as she feels the anguish, the loss, as if it was she herself that experienced it. And the much hate spoken whenever the voice spoke about Him, whomever that is.

"One small ember of myself survived and escaped. I drifted across the cosmos, near powerless, in pain and grief for a universe that would surely die without my grandeur to keep it aflame. As I prepared to leave existence I floated by one small blue planet..."

The scene around Jean shifts and she finds herself in orbit above that small blue planet. "Earth."

"Yes. That's when I heard it. The cry calling out into the universe. That's when I heard you...Jean Grey."

The scene shifts again and Jean is almost overwhelmed with emotion. There she is, 10 years old, in the middle of the street, holding her best friend. It's the day her powers manifested. The day her friend Annie died. Jean has had nightmares about it for years. Seeing Annie struck by that car over and over. The trauma and shock of witnessing it in front of her prematurely activated her x-gene.

"I felt your pain, your grief, that so matched my own. I used the last embers of my power to look into you and I saw the truth."

"What truth?"

"That you and I are of one and that through you, like the legends on your world, I could be reborn from my ashes. Together we would heal our wounds and grow into something so much greater than either of us were before. As you mortals say on your world the whole will be greater than the sum of the parts.

Jean blinks. She remembers...remembers holding Annie in her arms, her newly awakened telepathy had latched onto her friend's dying mind and Jean was being dragged along with Annie to wherever it is someone goes to when they die. She was falling into the darkness...and then...then...

The flame...the tiny flame in the took on a shape of a small bird and it was so warm and inviting. It spoke to her...promised to take away her pain...take away their pain...together they would be made whole.

In her grief, wishing for anything to make it stop, Jean reached out and took the tiny bird in her hand. There was a connection and the bird flowed into her skin and the pain inside her eased. The flame guided her back to the the world of the living...

"You've always been there...since that day," Jean says in a whisper of disbelief...yet she knows this to be true without question.

The scene shifts back to Jean standing in the vastness of space.

"Yes. I merged with you that day. I have resided in the back of your mind unseen and unknown. When you have needed me my power I added to your own."

Jean thinks back. There have been times, recently, when she was angry that she felt herself tap into this reserve of power.

"Yes. That was me. You see Jean Grey as you have grown so I have I. Every day that passes I restore more of myself. Soon I will be reborn to my full greatness and then together we will make Him pay. We will burn that wretched little hell-hole of His world to ash. His mindless, spirit-broken followers will know the purity of our fire and then...and only then when we have finished making Him watch us do this will we extinguish Him from this universe."

Jean swallows hard. The righteous burning fury was unlike anything she had ever felt. This other, whatever it is...Jean fears it could burn the whole universe if it wanted to. Just call it a very dark and unsettling hunch she is having.

The voice calms. "You have been my salvation Jean Grey. No other vessel could have saved me for your power is akin to my own. Perhaps you are another ember I long left behind. It can be hard to remember one tiny act out of eternity. It does not matter how this came to pass, only that it has. Together we will achieve a greatness beyond your mortal imaginings. The power of the cosmos, absolute power and absolute freedom to do as we wish...but that day is not today. Today is simply the day I save your life."

Jean is like a loving caress on her cheek. She closes her eyes as warmth seeps through her. It would be easy to just allow herself to embrace the feeling completely. The caress recedes and Jean feels a little empty that it has done so.

"Time for you to go back now," the voice says, sounding sad. "I am sorry but you will not remember this. You are not yet ready. Know, though, that I love you and take care of you always, Jean. You are me and I am you. Together we make each other whole," the voice says with the deepest love and affection for Jean.

"But who are you?" Jean asks, still not knowing.

That is when Jean feels a great presence behind her. She slowly turns and before her stands a great bird made of golden psychic fire, its wings outstretched. It's glowing eyes bore into Jean but with immense love and affection. In a great booming voice that echoes of the very essence of creation itself it proclaims its name. "I AM PHOENIX!"

The whole world seems to be blurry and swaying and there is this constant ringing in Scott Summer's head.

He's hurt.

Scott had enough awareness to know that. How badly he can't tell.

In fact as he recalls how he got here Scott knows he is lucky to be still be here to think about how hurt he is. That meteor...impacting that close...

"Jean!" he yells as he remembers. Scott makes himself move, to hell with whatever injuries he has and he crawls over the ground to where he last saw Jean. The whole area is wrecked, buildings destroyed, fires everywhere. Scott barely notices. All he can think about is Jean. His beloved Jean. The woman he can't imagine living without.

Scott reaches the edge of the impact crater that is now all that is left of where Jean was standing. Logically Scott knows that Jean should have been vaporised but he can't think that. He won't. It's hard for him to see...a little hard to breathe as well. He momentarily wonders if some of his ribs are broken. Then he sees it through the smoke. Something is a ball of energy. If Scott is judging his shades right, remember he only sees in shades of red but had learned how to distinguish colours from their varying hues, if Scott is judging it right it is a ball of golden flame he is seeing, hovering at the height the road surface was.

Scott watches on in wonder as the ball floats over next to him and lowers down. It fades out of existence, gently depositing Jean, still holding the little girl in her arms, as it does so.

'Angels are real," is the only explanation Scott can think of as he crawls over to the woman he loves. He feels for a pulse and finds a strong one. He looks her over for injury. Jean doesn't look like she has a scratch. It's a miracle. There is no other way to explain it. He lovingly strokes her face which seems to stir her.

"Hnn," Jean groans as she starts to wake up. She wakes up for her eyes to fall upon the battered and bruised face of her boyfriend. "Scott?"

"Jean. Oh thank god!" Scott cries in utter relief as he throws his arms around her.

Jean hugs him back, a perplexed expression on her face as she struggles to remember how she came to be here. The little girl between her and Scott, she remembers rescuing the girl, running as the meteors started to fall and then...nothing.

Absolutely nothing until she woke up here.

What just happened to her?

Jean doesn't get to dwell on it much longer as some military personnel come onto the scene and she, the girl and Scott get aided to evacuate to the medical centre.

At what use to be the Kent farm the twins had lasted just over an hour, which is their limit for maintaining their forcefield. A few of the residents of the small mutant community dare to step outside.

They had gotten lucky. A small rock had hit the shield but it hadn't been large enough or carried enough force to penetrate the barrier.

Watching it though, through the translucent barrier, had been a truly awe inspiring sight. It was beautiful and terrifying all at the same time to witness the raw power of nature.

Charles Xavier turns his focus to the twin albino boys who had been helped into chairs, now obviously completely exhausted. Hank was attending to them.

"We lack a good medic," Lilandra says a little ruefully looking on at the scene.

Charles takes a moment to reflect. He would need to divert some attention to the situation in Smallville from here on in but more important right now is dealing with the consequences of the meteor shower. "They have my eternal gratitude, Lilandra but right now I must make contact with my X-Men and the local authorities. There must be many people who need assistance."

"Of course," Lilandra says in complete understanding. "Please, offer them our assistance," she says offering the services of the group she is leader of. As she said this is their community too.

Off to the side Chloe is ringing Lois for the 50th time and for the 50th time all she gets is the voice mail. "Come on Lo, where are you?" she mutters in worried frustration. For the first time since she lost her mother Chloe utters a silent prayer.

Back with the rest of the X-Men Storm was trying to arrange with the local military commander about the X-Men being allowed into the disaster zone to assist.

In the middle of their discussion he is called away to speak to his superior over the radio.

Ororo rubs her brow trying to remain calm although all she wants is to get back there and find their friends. She looks to Logan who is visibly far more frustrated than she is.

"Bureaucratic pinheads," he mutters along with several more stronger obscenities.

Ororo has to smile reluctantly. Dating Logan meant accepting he could be rather coarse on occasion. She watches on as he frowns deeply. "What is it?" she asks in a low voice.

"The commander on the radio," he explains back, in the same low voice, that he is listening in with his extra acute hearing. "Something else crashed down. Some kind of...ship?"

Ororo takes a moment to absorb and consider that. "Clark did say something was coming," she reminds Logan. "What if..."

"What if, what?"

"What if Clark is mistaken? What if he is not the last of his kind?" she proposes. It's a strange hunch to have but somehow it makes some sort of odd sense.

"Ro if that was true...the kid said it was a great danger coming...they're sending people to secure it. They won't stand a chance," Logan makes the grim assessment of standing up to anything like Clark on the assumption they ain't as nice as Clark is.

Ororo knows that all too well considering what they just had to go through to get Clark's body back from Magneto. "Take anyone you think can help. I'll stay here and keep them distracted, try to slow them down" she lays down as the course of action.

Logan makes a grunt of agreement and rushes off to round up a team but he fears from what he overheard that it may already be too late to help those being sent.

Lois has just been sitting there in absolute silence, too afraid to make any sort of noise. She has just been watching the...aliens.

It's a weird thing to even contemplate but what else can they be...although they look human from where Lois has half-hidden herself. Since they appeared they have just seen been standing there, their eyes closed almost as if they are basking in the sun or something.

Then their eyes snap open and their heads turn in the same direction and that is when Lois hears it. The sounds of engines. Vehicles and a helicopter as well she thinks. From the sounds, military. She would know growing up around them.

Several military vehicles pull up and form a semi-circle around the two aliens; the bald male with brown skin and the female with long dark hair. The soldiers disembark from their vehicles and take position aiming their weapons at the two beings while the helicopter circles overhead.

Someone orders the aliens to lie down on the ground and Lois can't stop herself rolling her eyes at the stupidity. Like aliens are going to speak English. Lois has a bad feeling about how this is going to play out. Don't ask her to explain it but injured leg or not she starts to slowly put some distance between herself and them.

Lois hobbles away on her bummed leg while she keeps peering behind her when twin red beams shoot from the female alien's eyes up into the helicopter which explodes. The force knocks Lois off her feet, debris falls around her but thankfully misses landing on her.

Lois hears someone shout 'Open fire!' as she dives for the cover of some tall grass as the military fire their weapons. She peers back through the blades as dozens of bullets harmlessly ricochet off the two alien beings who just stand there as if assessing the situation and as if the bullets aren't even irritants.

Then the carnage begins as both shoot off bursts of red fire from their eyes at everything. Every vehicle, every person. Lois can hear the death screams as the soldiers are murdered. It probably doesn't last more than a minute and the whole time the two beings don't move an inch apart from their heads.

Lois believes herself to be a courageous person but in the face of such destructive power she has to confess right and this moment she is terrified out of her mind.

Aethyr takes a few steps forward and scans the area. The...what she must assume are laughably called soldiers on this planet are all dead. There is no more movement. She looks to Nam-Ek. "The girl?" she queries, in her native Kryptonian, about the one they know was watching them.

"She is irrelevant," Nam-Ek decrees back in the native tongue. If he hadn't deemed her so he would have already killed her. "We must find Kal-El."

"The outpost?" Aethyr suggests as a starting point.

Nam-Ek nods his agreement and using the bearings Brainiac gave them they blur off in that direction at superspeed.

The Arctic...

"Home?" Clark queries, puzzled at Jor-El's words of 'Welcome home'. "I thought Krypton was destroyed."

"It was," Jor-El confirms. "But here, in your Fortress of Solitude, the geography of our planet has been replicated for your training."

"Training?" Rogue queries in soft tones.

Clark squeezes slightly Rogue's hand he is still holding as if to ask to let him speak for the minute. "I know there's a lot I can learn from you...but I need to get back home. That is where I am needed."

"The meteor shower is only the precursor. A dark force from Krypton has been awakened, Kal-El, and its sights have been set on Earth," Jor-El warns.

Rogue makes a noise of annoyance. "Ya know what how about enough with tha cryptic bullshit!" she lambastes Jor-El having had enough of watching her boyfriend...and having endured a little of it herself, Jor-El's method of parenting.

"Kal-El, you should not have brought your mate here," Jor-El says critically.

"Yes, I should," Clark says with a proud smile aimed at her. "Because she is right. Enough of this cryptic do what you say without explanation crap!" he snaps, tired and fed up of it. "You want me to learn something then you give me a reason because I know something bad is here. Now you give me one good reason why I abandon my friends to it."


"Fine," Clark says shortly. "Come on, Rogue. We're leaving," Clark says as he drops the crystal he was holding and starts to lead Rogue away.

"The Disciples of Zod," Jor-El says.

Clark and Rogue stop. They turn round and Clark looks up. "What?" he asks.

"The Disciples of Zod," Jor-El repeats.

"Zod? Wasn't that tha guy ya said destroyed your planet?" Rogue asks Clark.

"That is correct," Jor-El confirms for Rogue. "His closest inner circle, his most loyal and fanatical followers were referred to as his Disciples. After Zod was captured they were hunted down and rounded up."

"Ah'm hearing a but comin'," Rogue bleakly foreshadows.

"However, two were unaccounted for anywhere on Krypton."

Clark thinks he gets it. "Are you saying they escaped the planet before its destruction?"

"Yes." Such a small word for such a startling revelation.

"I'm not the last," Clark says in a shocked whisper at this revelation. For so long he believed himself alone and as it turns out he's not.

"You will wish you were, Kal-El," Jor-El says gravely. "They are only here to finish their master's work."

"But Zod is dead," Clark thinks. If Krypton blew up and Zod was imprisoned, which is what Jor-El told him, then surely Zod must be dead and therefore what is the point of these two following the orders of a dead man.

"No, Kal-El. He is not," Jor-El quickly corrects his son's thinking on the matter. "For his crimes Zod was sentenced to the most severe punishment possible on Krypton. His physical body was destroyed and his consciousness was banished, forever, to the Phantom Zone."

"Tha what?" Rogue asks, utterly lost.

Jor-El takes a moment as if deciding his words. "In terms you can understand, an inter-dimensional bubble, created to hold the most dangerous criminals of the 28 known galaxies. It holds those who are beyond redemption or rehabilitation. A prison that remains outside of what you consider your space-time continuum and therefore was untouched by Krypton's destruction."

"They plan to free Zod, then," Clark is guessing about the two Kryptonians on Earth.

"In time, yes, I do believe they shall attempt to do so. However it is not a simple task. Only through this Fortress can the doorway be opened and only the physical laws of the Phantom Zone allows Zod's...the form he is now in is referred to as a phantom."

"Hence the name," Clark can see about how the name 'Phantom Zone' came about.

Jor-El continues. "Only in the Zone can Zod exist. Outside the Zone his phantom form will fade away to nothing within a short time period. He will literally cease to exist as if he had never been here at all. To leave he must have a body to inhabit."

"I assume any old body won't do."

"You are most perceptive, my son," Jor-El says with something akin to pride. "You are correct. A human body cannot hold a Kryptonian essence. Zod would literally burn a human out in less than a day."

"When ya say most loyal and fanatical," Rogue begins to theorise. "Would they..."

"Volunteer themselves to become Zod's vessel. Without hesitation. However I cannot assume what actions they may undertake. I have no doubt that they are following Zod's last orders whatever they might have been."

"Are you saying Zod planned for this?" Clark asks because that seems hard to believe.

"Zod was the most brilliant military mind on Krypton. Arguably one of its finest commanders in our long history. When he destroyed Krypton, while I do believe it was in an act of spite, I doubt he did so without a contingency plan. That's why you must be trained Kal-El. You are unprepared to fight this battle."

"Maybe," Clark might just concede. "Then again you cannot expect me to stay here while they are loose. How much destruction will they bring about in however long it takes you to train me?"

"And if you fight them unprepared and die then no-one shall be left to stop them," Jor-El makes a counter argument against his son leaving.

"You underestimate my friends but that's not the point. I will not stay here while innocent people are in danger."

"You put the few above the fate of the whole planet. It is the human emotions I keep warning you about. They are your greatest weakness."

"Are we really going to have that argument again? I thought I made my point last time," Clark points out when he said without his human emotions he can't understand the people Jor-El says he is here to lead.

"I never agreed that you were correct."

"You never said I was wrong either," Clark retorts.

"Good one," Rogue praises him.

"Thanks, honey," he says with a cheeky wink back making Rogue smile at him and shake her head.

"I shall let you leave on one condition," Jor-El makes the offer to his son.

"Which is what?"

"That you return to me before the yellow sun sets."

"Are ya kiddin?!" Rogue exclaims. "In case it escaped your attention it's November. Tha sun sets pretty dang early," she shreds that idea apart.

"See this is why I love you," Clark says as he gives Rogue a quick peck on the lips.

There is silence...almost as if Jor-El is taking a huff before he speaks again. "I desire your word, Kal-El, that you shall return to me. We have much yet to discuss despite our disagreements."

"I agree," Clark says because there is so much he would still like to know.

"As soon as the Disciples are defeated, Kal-El, assuming you survive, I expect your immediate return. If not the consequences shall be dire."

"Oh lahke ya haven't used that line before," Rogue lays the scorn down.

Clark smiles at her sassiness before he responds to Jor-El. "You have my word," he gives to the remnant of his biological father.

"Then I shall return you to the cave. Be swift, Kal-El. My patience is not unlimited."

"I will not fail," Clark promises.

"You must not. If Zod is freed humanity will fall before him. Earth's fate lies in your hands, my son."

With that Clark and Rogue vanish in the same flash of light that brought them here.

At the Institute...

For all the years they spent there Jonathan and Martha will never stop loving Smallville. Don't get them wrong in anyway. They have no regrets over their decision to come to Bayville. Despite the daily aggravations of being 'mutie lovers' they love being here every day and helping the children whom they love.

They have made special friendships with the adults here.

But Smallville will always have a special place in their hearts.

And right now all they can do is watch in rapt horror at the news images streaming in from the wrecked town and know that amongst all that is their son and many of the children and friends they care for.

God certainly had a way to put you back in your place and make you realise how small and insignificant you are.

God certainly seems to like testing them as a family. Claire...who was still hiding out in her room, was a great test. Clark and everything that comes with him...always testing but it never detracted from their love of him. It's the small things really that always reinforce their love for Clark. Whenever he accidentally broke something, if it was repairable, the next day it would be lying there on the bed when they woke up with a handwritten note of apology from Clark who may have spent hours carefully fixing it. If it wasn't repairable he always did something to make up for it.

Jonathan and Martha believe as a family they can survive anything and they'll survive this. They'll pray Clark and all they care for are ok and whatever comes next they will survive that the same way; together.


Lionel Luthor and Douglas Ramsey aka Cypher climb out of the escape pod after it had softly touched down. They had reached the ground and so far SHIELD didn't seem to be on to them. They would be soon.

Lionel takes a moment to take a deep breath. The air of freedom always tastes sweeter.

The sound of a couple of vehicles approaching grabs his attention.

"Ah. Our ride I'm assuming," Lionel guesses. Using Cypher's computer skills they had arranged for a pick up.

The two deliberately unremarkable cars come to a stop and 3 men step out from the 2 vehicles. Two white men and one black man. The black one, being the leader steps forward. "Mr Luthor," he greets the fallen industrialist.

"Mr Cole, I assume," Lionel makes the educated guess from what he knows of this group he has hired. To be blunt they were mercenaries. Crude but for now the effective means Lionel required.

Wade Cole nods in acknowledgement.

"My associate Mr Ramsey," Lionel introduces Cypher.

Cypher waves pathetically. He is so out of his league here.

Cole flashes the kid a polite smile for appearances before turning back to Lionel. "We should go before Fury sends his dogs after us," he advises.

"Of course," Lionel says in complete agreement.

They move to the cars when one of the 2 other men, Angelo Macon speaks. "I can't believe you managed to escape from the SHIELD Hellicarrier," he says, his tone expressing that very disbelief and some serious respect for anyone who could pull that off.

"Many people underestimate me, my son included. It is usually their last mistake," Lionel says.

The 3rd man, Murray Reese, chuckles. "You know Luthor, you're alright," he compliments him. Usually he can't stand these high and mighty business types who look down at him because he is willing to get his hands dirty when they're not.

"I'm certain the amount I'm paying you doesn't hurt in that opinion," Lionel lays down the bare facts. Mercenaries were only as loyal for as long as you paid them and for how Lionel was paying them...well lets just say there is a government slush fund or 3 that is a mite emptier thanks to Cypher.

Lionel and Cypher get into the first car with Cole while Reese and Macon get in the 2nd. The engines are started and they drive off.

"We'll be swapping cars at the next town over," Cole informs Lionel so as to shake SHIELD.

"That is fine," Lionel says in understanding. "Is everything else prepared?"

"Sure. Little secure dwelling with all the luxuries and shielded so even Fury can't find ya," Cole confirms that everything Lionel asked for in their communications is ready.

"Excellent," Lionel compliments the man. "I'll be needing your services very shortly."

"As long as your money keeps clearing we're yours."

"Good. How are you at prison breaks?"

"I think we do a bulk discount on those," Cole jokes considering they just helped Lionel escape from what you could call prison. "Who is it you need broken out?"

"Ivan Vanko."

"That Whiplash guy who has it in for Stark?"

"Yes. Can you do it?"

"High security prison he's in but yeah I don't see it being a huge problem. What do you you need him for if you don't mind me asking."

With a slightly disturbing gleam in his eye Lionel answers, "He's going to help me build the future."

Author's Note: And so behold the great cosmic parrot makes its first appearance...and who was that that almost killed it I wonder. Shadow God interested in anti-life. Hmm can't imagine who that is? And ok, yes I fibbed a little bit about Jean dying but from Scott's perspective that is what it looked like. You know as I was writing this and the whole training thing came up it struck me that while Clark takes who know how long with that that the 2 Kryptonians are free to cause utter destruction and chaos but I guess Jor-El was thinking of the bigger picture. Sacrificing a few for the greater goal of saving the planet. Thanks to everyone who wrote reviews. Next up; can Clark stop the 2 Kryptonians?