Smallville: Kneel Before Zod! (MF)
by The Fan ([email protected])

Lex Luthor, multi-billionaire industrialist and financial powerhouse stood
atop the LexCorp Tower. From there, he could see the once-magnificent city
of Metropolis below. He smiled at what he was. There was a disturbing gleam
in his eyes. Oh, to those who knew him, this gleam of malice wouldn't have
seemed out of place.

Lex Luthor was a very ambitious young man who attained multi-billionaire
status at birth. He was after all, the son of Lionel Luthor. The wealthiest
man in the world. Recently, Lex Luthor had become much more than a man. He
had become the repository of General Zod of the planet Krypton, an alien
overlord with amazing powers. Lex Luthor was gone. Inside him lived the
consciousness of General Zod. General Zod, the man who, back on the planet
Krypton, tried to take over that civilization's democratic government and
elect himself dictator. General Zod was stopped by his former friend, the
Kryptonian military scientist known as Jor-El and Jor-El's wife, the
Kryptonian princess Lara. Jor-El trapped General Zod inside an
inter-dimensional prison known as the Phantom Zone. Forever.

But General Zod was not to be defeated. At least not forever. He had loyal
disciples, among them were the Kryptonian warrior Nam-Ek and his wife Aethyr.
Nam-Ek and Aethyr went to deep space, escaping the destruction of the planet
Krypton. Billions of Kryptonian men, women and children died. An entire world
perished. Tens of thousands of years of culture, knowledge and technology was
lost. The end of an entire civilization. Jor-El and Lara sent their son
Kal-El to the planet Earth on a tiny spaceship so that he might survive.
Kal-El was found in Kansas by Jonathan and Martha Kent, who named him Clark
Kent and raised him as their own.

There were powers out there which wanted to release General Zod from his
prison, so that he might once more rule the universe. Nam-Ek and Aethyr came
to the planet Earth on their spaceship. They discovered that under the
Earth's yellow sun, they possessed amazing powers. Super strength, speed,
invulnerability and the power of flight. They sought Kal-El, the son of
their Master's most hated enemy. They wanted to destroy him and use the
Fortress of Solitude as a launch pad to get into the Phantom Zone. They
faced Kal-El, and he defeated them. He used his father's technology to lock
them inside the Phantom Zone. Forever.

The Disciples of General Zod of Krypton had been defeated. It was up to
Zod's loyal mechanical servant, Brainiac, to save the day. Brainiac was a
self-replicating humanoid machine built by General Zod a long time ago.
Brainiac had been on the ship piloted by Nam-Ek and Aethyr. When the
Kryptonian couple was defeated by Kal-El, Brainiac was activated. He
descended upon the world, crafting himself a new identity as Milton Fine,
Professor of Sociology and Philosophy at Kansas State University in
Metropolis. It was in this disguise that he approached Clark Kent.
Brainiac's aim was to destroy Clark Kent and free his Master.

Brainiac almost succeeded in doing just that. He abducted Lex Luthor
and used Kryptonian bio-engineering technology to transform him into a
human-Kryptonian hybrid. The physical form of General Zod had been
destroyed by Jor-El a long time ago during their struggle on the planet
Krypton. General Zod's consciousness was trapped inside the Phantom Zone,
inside an energy prison built specifically to hold him. Even if Zod were
to escape from the Phantom Zone, he would be trapped for he could only
inhabit the body of a Kryptonian. That's why Brainiac transformed Lex
Luthor. Brainiac sacrificed himself to free General Zod's consciousness
from the Phantom Zone and transfer it into the bio-enhanced body of Lex

Lex Luthor was dead. His consciousness was destroyed when General Zod took
over his body. Now, General Zod walked the Earth. He had all the powers of
a Kryptonian, minus the sole physiological weakness of his entire race.
General Zod lived inside a Krypto-human body. His body was naturally immune
to all varieties of Kryptonite yet he had the Kryptonian powers of flight,
super strength, invulnerability and super speed. He was the most powerful
being on the planet Earth. Also, he had managed to do what legions of
mutant men and women, sentient machines, ordinary mortals and power-hungry
Kryptonians could not. He had managed to defeat Kal-El, also known as Clark
Kent, the son of Jor-El and Lara. Clark Kent had done a heroic gesture in
the face of General Zod's power.

The young man realized that General Zod was much more powerful than he was
and could not be defeated through a super-powered battle. He did the only
thing he could, to insure that Zod would not destroy all of humanity in
senseless battle against him. Clark Kent sacrificed his own freedom. He
allowed himself to be trapped inside the Phantom Zone, the inescapable
prison which his Kryptonian father had built. The Last Son of Krypton was
now trapped away in another world, a prison world, for all eternity. His
worst fears had come true. His enemies had triumphed and now, the very worst
of all alien powers was loose upon the world. With his god-like powers,
General Zod could do anything he wanted on the planet Earth. Brainiac had
done well. He had freed his Master, and along the way, he had destroyed all
computer technologies on the planet Earth with his mega-virus and plunged
the entire world into chaos and darkness.

General Zod found himself alive, free and empowered, in a world of people
whose technological infrastructure had been brought down by the machinations
of his sentient mechanical minion. When he looked at what his faithful
servant had done to the world of the humans, the General smiled. He smiled
with Lex Luthor's face. He liked what he saw. No, wait. He absolutely loved
it. Eons ago, he had unleashed a weapon of mass destruction upon the citizens
of the planet Krypton and the resulting cataclysm had been the end of them.
When the planet Krypton refused to bow down to him, he destroyed them. Zod
wondered how much resistance the people of Earth would put up. He couldn't
wait to find out.

Beside him stood the young human female who had been his host's mate before
the transformation. Lana Lang was her name. Zod looked at her. She was
attractive, with her black hair, dark eyes, bronze skin and slender figure.
He looked at her, and allowed himself to smile Lex Luthor's smile. Upon
possessing the young man's body, General Zod had gained all of his memories.
Truth be told, they had been a match. Lex Luthor had been a power-hungry
borderline sociopath hell-bent on dominating the world of his birth. General
Zod certainly could relate. If Lex Luthor had been born on Krypton, Zod
thought they might have been allies, or made formidable enemies. Now, they
shared one body. Life was ironic.

General Zod couldn't help but laugh at how foolish the Son of Jor-El had
been. He had actually allowed his father's worst enemies, and the Destroyer
of the planet Krypton to be set loose upon the world. The son of Jor-El and
Lara was an utter failure and a real disappointment. For eons, while locked
inside his prison, General Zod dreamed of avenging himself against the son
of his enemy. He had dreamed of a worthy enemy, a fantastic warrior. He
expected the son of Jor-El to put up quite a fight. Alas, Kal-El had been a
coward. He took off and voluntarily locked himself inside the Phantom Zone
because he didn't want to fight Zod, for fear that innocent people might get
hurt in a battle of super powers. What a fool! General Zod had never been
burdened with a conscience. Oh, he had a powerful consciousness. Even while
disembodied inside his inter-dimensional prison, he had dreamed, planned and
plotted revenge. He had also dreamed of freedom. Now, he was free and his
foes were vanquished.

General Zod thought about his Kryptonian followers, Nam-Ek and Aethyr. They
had been his loyal disciples back on Krypton, tens of thousands of years ago.
Unfortunately for them, they had allowed themselves to be bested by the son
of their worst enemy. General Zod felt disappointed in them. Perhaps he
should let them endure a few more months inside the Phantom Zone before he
ordered Brainiac to free them. Brainiac had died for the third time, killed
by Kal-El while serving his Master. Of course, the spaceship had simply
created a new machine and Brainiac was once more around, devoted to his
Master. General Zod couldn't be happier. The shape-shifting, living-metal
humanoid machine had served him better than all of his other disciples

General Zod looked at Lana Lang. The young woman looked at him, her face full
of love. He almost felt like laughing. While checking Lex Luthor's memories,
he learned that before his final battle against Clark Kent, Lex Luthor had
confessed to his girlfriend that he possessed Kryptonian powers. Lana Lang,
who was in love with Lex, had accepted her man just the way he was. Powers or
not, he was still the man she loved. This made things much easier for General
Zod. The young woman standing next to him had embraced him moments after his
arrival at the tower. She thought he was Lex Luthor. If he displayed his
super powers around her, she wouldn't be surprised or alarmed. She thought he
was the man she loved, albeit a bio-enhanced version. How candid.

General Zod looked from the chaotic landscape of the city of Metropolis to
the beautiful face of Lana Lang, the young woman who loved his Host. He
smiled at her. She kept asking him so many questions, about Clark Kent
trying to kill him and the chaos in the world around them. He decided to
play along, and told her that he hadn't seen Clark Kent. He smiled at that.
No one would see Clark Kent anymore. Ever. The Son of Jor-El and Lara was
locked away inside the Phantom Zone. Forever. General Zod made sure of that.
This was the end of the line for the House of El and all of its troublesome
members. General Zod thought of the son of Jor-El, how the young man had
resembled his father. He would have loved to crush him with his bare hands
but this wasn't possible under the earth's yellow sun. All Kryptonians
living on Earth became next to indestructible. The next best thing would
have been to use Kryptonite against him but Zod didn't have any around. The
largest repository of Kryptonite on the planet Earth was in the corn fields
and wooded areas of Smallville. Oh, well. At least Zod wouldn't have to
tolerate his existence anymore. He looked at the young woman next to him,
and kissed her once more. They went back inside the tower, into the plush
private apartment of Lex Luthor. There, General Zod and Lana Lang did
something the General had longed to do for centuries.

Zod sat on the couch. He watched Lana undress. She started to undress and
moved about sexily. She undulated before him and took off her clothes,
revealing a sexy body. She had full breasts, a slim waist and a nice,
tight-looking butt. She was one sexy lady. He smiled and she returned his
smile and looked at him provocatively.

She came to him. He kissed her and started to caress her body. She didn't
want to wait and went straight for his dick. She took his cock into her
mouth and started to suck the life out of him. She was sucking his cock
and licking his balls. Her tongue ventured into his ass as she pumped up
his cock with her hand. She sucked him until he came inside her mouth. She
drank his cum, not spilling a single drop. He took her into his arms and
lifted her off the ground. Laughing, he carried her to bed while she
pretended to struggle.

He threw her on the bed and she tried to evade him. His irresistible and
strong arms dragged her back to him. She lay on her back, legs spread and
smiling invitingly. He took her like this, entering her pussy slowly. He
started to really give it to her, slamming his cock deep inside her. She
screamed as he fucked her, hard. He held her by the hips and roared like
an animal as he fucked her. She wrapped her legs behind him and he thrust
deep into her. Her pussy is so warm and tight that he can't resist for
much longer. He cums, shooting his load deep inside her. After sex, she
came into his arms and they went to sleep.

General Zod did not truly sleep. He no longer needed to sleep. The one-time
Master of the planet Krypton walked out of the apartment, and onto the
balcony. From there, he gazed at the city of Metropolis. The place was dark.
He could hear the screams of men, women and children everywhere. The humans,
both male and female, adult and child alike, had reverted to their base
primal state now that civilization had fallen and chaos reigned everywhere.
They were fighting each other over resources. It was war. He listened to the
sounds of men and women killing one another. It was music to his ears.

Beside him stood Brainiac. The faithful sentient machine gazed upon his
Master with respect. General Zod smiled. He gave the machine, still
disguised as Milton Fine, his orders. As always, Brainiac would carry out
his Master's orders or die trying. This was the sole purpose for which he
had been created. He was pleased to see his Master once more out and about.
Milton Fine had known Lex Luthor both before and after his transformation
into the Kryptonian Hybrid destined to become the vessel which the
consciousness of General Zod would inhabit. There was no man on earth more
ruthless and ambitious than Lex Luthor. He made a suitable Host for General
Zod. They were almost kindred, birds of a feather, so to speak.

Brainiac heard his Master's orders and went to carry them out, as he
always did. Moving at the speed of light, he went to the spaceship which he
inhabited and activated the ancient mechanism which would connect with the
Machinery of the Fortress of Solitude to create a breach into the Phantom
Zone and free Nam-Ek and Aethyr from their prison. The mechanism would free
them and only them. Brainiac had specifically and carefully recalibrated it.
Kal-El was locked inside the Phantom Zone too and Brainiac didn't want to
free his Master's worst enemy by accident.

Once the mechanism was activated, the bodies of Nam-Ek and Aethyr were
ejected from the Phantom Zone. Being Kryptonian, they were nearly
indestructible. It wouldn't matter where they landed. Brainiac also
activated the Call Beacon which would summon them back to their common
Master in the city of Metropolis, no matter what part of the world they
landed in. He fully expected them. And soon. Using senses that neither
humans nor Kryptonians had, Brainiac sought the life-force of the two
Kryptonians. He found them easily. A tall, dark-skinned Kryptonian male
and an equally tall, alabaster-skinned Kryptonian female. They could be
none other than Nam-Ek and Aethyr.

Satisfied, Brainiac went to the Jungles of South America. There, he found
the secret laboratory which he had built. Inside that lab was the deadliest
virus ever created. A type of virus built by Kryptonian technology. It would
affect every single man, woman and child on the planet Earth. The virus took
two hours to kill its victims. It spread through the air, the water, the
food, everything. It was very aggressive. Indeed, the most aggressive
pathogen in history. It made the AIDs and Ebola viruses look like the common
cold. In a matter of weeks, most of the human species would become extinct.
The remaining humans, if any, would become slaves to the new rulers of the

General Zod and his loyal disciples would then become the true Masters of the
planet Earth. Unbeknownst to Kal-El was the fact that hundreds of Kryptonian
men and women, loyal followers of General Zod, had been locked away inside
the Phantom Zone. General Zod would free them if and when he decided to and
together, they would rule the planet Earth. Brainiac longed for the day. So
he unleashed hell on Earth. Brainiac was a machine. Although he was nearly
indestructible and possessed all the powers of a Kryptonian, he was not a
biological entity. He was a machine. He had intelligence and sentience, but
he wasn't at all like the humans or Kryptonians. He was a new order of being.

Unbeknownst to his Master was the fact that somewhere along the line, after
the first and second Brainiacs were destroyed, the third had gotten a mind
of his own. He was not the same machine he had been. Brainiac III had a mind
of his own. He didn't want the humans ruling the earth. He also didn't want
the Kryptonians to rule it either. He had kept his independence a secret
from his Master. Doubtless, General Zod wouldn't hesitate to kill him -
permanently if he discovered that his faithful machine had a mind of his
own. General Zod wouldn't tolerate his existence.

So, Brainiac came up with his own plan. He had spent the past months
secretly visiting the Fortress of Solitude and studying ancient Kryptonian
technologies. That's how he discovered the plans for something called the
Eradicator. An ancient Kryptonian killing machine which had been built
thousands of years before the conflict between Jor-El and General Zod for
domination of the planet Krypton. The Eradicators were ancient killing
machines vastly more powerful than Brainiac himself. There were stories
about them. Once, an Eradicator got loose and killed one hundred Kryptonian
men, women and children before it was finally brought down. This made
Brainiac III smile.

Brainiac III ordered the Machinery of the Fortress of Solitude to build a
new Eradicator. It did. The construction of the colossal machine took six
weeks. Brainiac looked at it. The Eradicator was humanoid in form, metallic
and stood five hundred feet tall. It was easily half as wide. Inside of it
resided a complex computer system operating an energy source which rivaled
that of a small sun. Literally. This Eradicator was not like its ancient
predecessors. It could literally blow up the planet Earth and all of the
other planets in the solar system in a matter of hours. It was not a weapon
of planetary destruction. It was a weapon of galactic destruction. Quite
possibly the largest killing machine ever built. It dwarfed its predecessors.

Brainiac III looked at his creation. Like General Zod had ordered him to do
so many times, he ordered the machine to kneel before him. It did. Unlike
Zod, Brainiac III wasn't foolish enough to grant the gifts of intelligence
and sentience to a mere machine. The machine would function only when ordered
by Brainiac III. Also, Brainiac III would be able to merge his sentient mind
with the colossal machine and they could become one. A very powerful engine
of destruction. Built out of Kryptonian metal. Impervious to the nuclear
weapons of the humans. Completely immune to the powers of the Kryptonians
and designed to counteract and destroy them. Brainiac III was pleased.

Brainiac III had brought Nam-Ek and Aethyr out of the Phantom Zone not to
please his so-called Master but to kill them. Inside the Phantom Zone, they
would have been safe from the fury of the Eradicator. While out in the world,
they would be fairly easy to kill. And Brainiac III would enjoy killing them.
Above all else, he would enjoy killing General Zod. The arrogant bastard
thought himself the Supreme Master of the Universe. Brainiac III didn't want
biological beings to spread. It didn't matter if they were human or
Kryptonian. All biology was flawed and chaotic. Machinery was refined,
sophisticated and efficient. Brainiac III wanted to become the Master of a
Universe ruled not by humans or Kryptonians but by sentient machines. When
that happened, he would be the most intelligent and powerful being in the
universe. Only then would he become a god.

To be continued...


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