Rayne wrenched open the gate blocking off the central wing of the musem as if the lock were made of paper. He could see the guards pulling out their guns, angrily advancing to challenge the intruder.

Ignoring them with his own fit of laughter at their stupidity, he charged towards them. Bowling them over in three swift knock-out blows, he allowed his partner to step casually over their fallen bodies, following closely behind as they neared their purpose of visit.

"Oooo- shiny..." Leviathan noted of the oval-shaped black stone. Appearing polished and smooth, the marblized artifact held a silvery-tint, etched in waves throughout its center.

"The Stone of Polaris," Rayne recognized it instantly as he leaned over to take a closer look. WIth a smile of admiration, he yanked out the small electronic device he'd been carrying in pocket. "The chemical composition of this stone is almost identical to that of kryptonite. We were never able to create the synthetic meteorite in quantities large enough for mass production...until now." With slow, graceful movements, he lifted the cutter to the glass prism encasing the stone. The soft electronic humming was almost musical as he turned it on.

The sound that was produced from the impact of the shattered glass cascading to the ground was immense. In one swift hand gesture, Leviathan smashed the case, reaching through to snatch the stone from its stand.

"Subtlety's not your strong point, is it kid?" Rayne asked him, stashing the now pointless cutter back in his jacket.

"Hell, I can't even spell the word," he smiled back, tucking the stone away in his bag as the two began their ascent back up the stairway to their more than accomodating guests. With an anxious delight, Leviathan's eyes fell on two very special guests. "Well, well, well- looky who we have here!"

**************************************************************************************

"...as of yet, we don't have an exact number of how many museum-goers have been taken hostage. The police have sealed off the area, but have not been able to make contact with either of the two men, one of whom was able to literally burn their entrance into the building. The other prevented any immediate rescue attempts in a remarkable display of strength, using his bare hands to break one of the building's pilars in half, barricading the structure through the entryway. Such a display of powers is unprecedented, and has police and onlookers alike looking to the sky for Superman."

With one arm steadying himself against his wife, the other applying pressure to his wound, Clark stood in the midst of the large cluster gathered around the TV monitors, watching the scene playing out in front of them. The replaying footage of the initial break-in showed Leviathan torching a path straight through the museum's main entry gate. But as the camera panned to the man accompanying him, Lois noticed Clark's face turn sour at the sight. "What is it?"

"I know that man. I saw him at Star Labs," he turned to her questioningly, "talking with Braden."

"Who is he?"

"I don't know," he grimaced. "I just heard Braden call him 'doctor'."

"All right- listen up!" Perry's gruff shout startled everyone, bringing the newsroom to full attention. "Steve- get me someone from SWAT on the phone. Diane- I want you down at the mayor's office, pronto! Jimmy-"

With his camera slung loosely across his shoulder, the anxious photographer was already jogging up the ramp when he hollered back. "On my way, chief!" With the rest of the staff scattering in every direction, the team of Lane and Kent was left standing before their editor.

"I have to go."

Both Perry and Lois shot him a grave look. "Clark- no. You cannot go down there," Lois had to fight to keep from shouting. "Not in your condition. We need to get you to Dr. Klein, now."

"She's right, son," Perry nodded, already seeing Clark's face turn even more resolute to leave.

"I need to be down there."

"Clark," Perry sighed, torn between dismay and approval, knowing full well the need for Superman's assistance, "the way you are now, you couldn't go three rounds with a rabbit."

"My parents are down there!" His plea, strangled with fear and rage nearly broke their resolve. "Powers or no powers, whether I'm standing or crawling...I have to be down there."

Before either of them could respond to his unnerving words, he'd already turned the corner.

**************************************************************************************

Martha found herself shaking in Jonathan's arms as her eyes came to rest on the two darkly clad young men holding them, and the rest of the museum visitors captive. Her heart sank as she was faced with the sight of the younger of the two, barely old enough to be out of school. His black attire, a reinforced vest resting underneath, seemed to be an extension of his persona. "Your Clark Kent's parents, right?" he acknowledged them with a nod as he turned to check with his partner. A sneer formed upon his lips as he shifted a few steps, obviously amused at their current position of terror. "I must say," he taunted, leaning down to greet her face-to-face, "this is an honor. Your son is one tough freak to fry." He offered a hand in demonstration, flames suddenly trailing along his palm and fingers. "And believe me, I know a thing or two about frying!"

"You!" recognition dawned on Martha at the firey sight.

"What did you do to him?" Jonathan demanded, attempting to rise to his feet, but finding Rayne's grip closing down on his shoulder, shoving him back into place.

"He's no longer any of your concern," Rayne smugly replied. "We'll be taking care of him from this point on."

"Yeah-" his young accomplice grinned, "as soon as the big guy decides to show!"

The sonic boom that echoed overheard and accompanying earth-shattering, solid footed landing that followed made everyone inside the museum fully aware of Superman's showing. "Would you like the honors of dealing with our friend this time?"

"Let's just see how our strengths compare." Rayne nodded for Leviathan to keep a watch over their collected guests as he raced down the hallway to greet their new visitor.

**************************************************************************************

"Lemme guess..." doing a wry two step, Rayne jostled down the wide street that had onlookers lined up, gasping in concern, "you've come here to stop us, right?" Seeing the caped hero standing sternly before him, arms crossed in a bold stance, he continued smugly. "Well let me be the first to say...please...I'm begging ya...try and stop me."

Not wanting to give him the first chance to attack, Superman launched himself at Rayne, only to be caught in midair, carelessly being tossed a few yards away. "You sure you wanna do this in front of all these people, blue boy?"

"You sure you don't wanna go quietly? " he challenged, clammering to his feet. He made another leap for him, finding himself being slammed to the ground once more. With a new level of determination, Superman charged for him again, ducking his first punch, but his face recoiled as his second landed across his jaw. Rayne grinned as he swatted away his next punch, capturing his arm and backhanding him to the ground once more.

Crouching and rushing after him again, Superman caught Rayne around the waist, and the two tumbled end-over-end in the refuse of building materials. Instantly they were both back on their feet, nimbly circling each other, studying and evaluating their opponent.

Seeing a clear shot, the man of steel dove for him, a harsh punch striking him fully across the face, his follow-up punch even more forceful, knocking him into one of the police barricades, tumbling backwards. His triumph lasted only a moment before Rayne easily pulled himself back up, his smile stretching even further as he approached him. "Wow...that almost hurt..."

Ignoring his bravado for the moment, and praying to whoever was listening that he still had the ability to do so, Superman focused all his energy on striking him with a flash of red energy squarely in the chest. Rayne gasped as his torso suddenly began to feel as though it were on fire. His face distorted in pain, he stumbled backwards, landing in a dejected heap. He could feel the searing heat of the torrent of energy that was overpowering him as his eyes closed, struggling to resist the awful pain. He dropped to his knees, but the beam of radiance followed him, and the pain only spread to other parts of his body.

**************************************************************************************

A frown of disappointment twisted Leviathan's face even further as he could hear the sounds of Rayne having his own fun go of it with the soon-to-be added member to their team, completing the evolutionary threesome. "And to think I'm stuck in here babysitting."

Being the closest crouched beside him, with a determined glare Martha leaned in closer to face him, her face intent. "I wish I had a mirror with me so that I could show you just what you're doing."

"Spare me your words of wisdom," the kid scoffed. "If my own mother couldn't look out for me, I don't know what you plan to accomplish."

Martha's eyes followed the young man helplessly as an almost inaudible mumble rose from her throat. "You're cr-"

"Crazy...? I know. That's really sweet of you. But we'll have to defer your opinions on my sanity until later. Too much happening right now." Maintaining a tight grip on his bag, he coldly turned to face her. "You know who I am?"

"A complete psycho?" Jonathan offered, pushing himself up on the palms of his hands.

"Well, that too," Leviathan agreed. "I...am the embodiment of power. Leviathan...a creature of chaos. But more to the point...I'm the guy who's gonna bring Superman to his knees with raging fear."

**************************************************************************************

Seizing his momentary breather, Superman leaned over, his hands resting on his legs. The loss of blood was starting to get to him and he knew that it was only a matter of time before he passed out. With his eyelids threatening to close, his weary gaze fell on the one sight that both strengthened him and scared him to no end.

A few feet shy of where Rayne had fallen, Lois looked on from where the police and rescue squads had congregated behind the hastily parked emergency vehicles. Her eyes were bright with sudden, panicky tears, gasping at the sight of Superman visibly weakening. She went to take an instinctive step towards him, but found her path being quickly blocked. "Looks like we've got some time to ourselves..." came Rayne's sick laugh, the sound being the last Lois heard before seeing his head snapped back by her husband's fierce grasp.

With a new willpower, Superman had brought himself back to his feet, landing a solid punch to Rayne's stomach. After landing a few more devastating blows, he made a quick grab of his shoulders, yanking Rayne off of his feet, tossing him across the street, surprised to see him instantly roll back to his feet.

Taking advantage of this stretch of distance, Superman grabbed one of the museum's mangled doors, easily lifting it into the air, smashing it over Rayne's head. Stunned by the blow, he staggered backwards into the nearby pillar. "That all you got?" His mood quickly turned somber as the few remaining chunks of concrete crumbled against his weight, tumbling onto his head, completely engulfing him.

Quickly recovering, Rayne threw himself at Superman in a rush of such sudden ferocity that it caught the other unawares. The pavement sprayed outward from their skidding bodies as they hit the ground with superhuman force. Rayne pinned the hero down, grabbed his flailing hands and held his arms away from him, his face twisted by a snarl of fury. He jerked Superman to his feet and carelessly threw him across the street.

Superman threw his fist at Rayne's head, a terrible blow that should have shattered his skull, but all he did was shake it off and dive back at Superman with a death's-head leer. Again and again the man of steel struck crippling blows that Rayne shrugged off with little more than shouts of passing pain- even a vicious kick that landed between his legs did no more than double him over for a few seconds.

Rayne was toying with Superman- bouncing him against the pavement with punishing backhand smacks that left him stunned but still fighting. With one careless blow he knocked Superman back, sending him tumbling through the air to land amongst the rubbled street. He was almost enjoying himself.

He thrilled with bloodthirsty delight as he realised how incredibly strong he was, and how nearly impervious to pain and injury he had become, thanks to Luthor's experiment.

"A little out of it, are we?" he yelled, as, with a fierce irresistible strength, he flung the weary hero twenty feet across the street where he slammed against the wall and lay stunned at its base. Rayne followed with a quick leap and immobilized him with pitiless hands, one fist drawn back for a killing blow.

Rayne's hands tore the remaining pillar from the devastated building and he swung it heavily across Superman's back, again and again, in spine-crushing, killing blows.

Dazed and stricken, Superman struggled to push himself up, as Rayne danced triumphantly away. He felt desperate and crippled compared to Rayne's strength, easily meeting- perhaps surpassing- his own.

"We're done here!" Rayne's shouts back towards the museum echoed in the fallen hero's ears. "Now finish it!"

With a contemptuous wave goodbye, Leviathan trotted over to the crumbled forefront of the museum. He paused in the doorway, looking back over his shoulder with an arch expression of pride on his face. "You know, my dad always tells me that 'Showstopper' would be a better name for me. Know why?" he asked rhetorically as his lips curled into a cruel smile. "Cause with a flick of the wrist," he demonstrated, a burst of flames suddenly flowing from each of his arms, "I can bring down the house!"

With an eerie, satisfying beauty, flame mushroomed from every door and window with a roar that echoed for a block around.

**************************************************************************************

Lois was still crouched down behind the barricade when the fire erupted. Through the crackling flames she'd seen the familiar red and blue blur go darting by, piercing the air as he'd made it into the burning building.

Superman was late.

A split-second too late.

Lois had known it as well, making her way towards the makeshift entrance, when she heard Superman’s voice let out a cry of despair.

She felt her heart begin to sink as her eyes took in the terrible sight before her. There, being carried out from the center of the rubble, was Martha. Her bloodied body hung limply in her son's arms; Jonathan's lifeless frame was slung over his boy's shoulder.

In their respective, distanced spots, husband and wife stood still for a moment, not believing the site before them.

“Mom?” Superman whispered, the anguish he felt clearly audible in his cracking voice. “Mom, can you hear me?”

Martha weakly opened her eyes and glanced around, but all she could manage was a barely audible moan as she closed them again and went limp. Superman lowered Jonathan's limp body to the ground, and he cradled his mother gently in his arms as he knelt beside her.

Lois' heart was breaking, and she felt tears stinging her eyes as she saw the anguished look on her husband's face. “Mom?” Superman said softly, gently stroking his mother’s dirty, matted hair. “Mom, can you hear me?”

Martha opened her eyes again, as she glanced around, trying to find the voice that called to her. She finally focused her eyes on her son’s face, and a look of genuine bewilderment spread across her bruised and battered face. “Clark?” she said faintly, lifting her hand toward his face. “Clark?”

He smiled back at her fondly as a tear rolled slowly down his cheek. “It’s me, mom,” he said, “I’m here. Everything’s going to be just fine.”

Martha smiled at him proudly. “You're with me,” she said softly. “I will be fine.”

Superman returned her smile as another tear rolled down his cheek. Inwardly crying out for whatever powers he could summon, he fought with all his might to keep her from slipping away. “It’s going to be alright, Mom,” he reassured her. “You’re going to be fine. I'm gonna take you home.”

Martha gazed at him, a contented smile on her face. “My boy,” she said softly. “I’m so proud of you, Clark,” she said. “So very proud of you.”

“Don't leave me, mom,” he pleaded with her, as he felt his mother beginning to slip slowly away. “Don’t leave me. Everything’s going to be fine, you’ll see.”

Lois could barely see from the tears that stood in her own eyes as she could only look on from the sidelines. There was nothing she could say, nothing she could do, other than to stay put, to let him know that she was here with him, even if she couldn't be right by his side. Jonathan never got the chance, but Martha was saying goodbye, that much was clear to her, and the pain of that knowledge was more than she could bear. She lowered her head, sobbing softly, pulling her arms as tightly around herself as she could.

Martha took a deep breath and tried to speak. “I love...” Her voice caught in her throat, and she took another shallow breath. “I love you...” Martha’s smile faded, and she collapsed limply in her son’s arms. She was gone.

Clark felt a wave of despair like he’d never known sweep over him as he gazed at his mother’s limp, lifeless body. As the tears began to stream down his face, he reached gently up with his free hand and closed his mother’s eyes, then ran his fingers gently along his father's nearby cheek.

This couldn’t be happening, he thought. This wasn’t right; his parents' lives weren’t supposed to end like this.

He was supposed to save them.

He was supposed to protect them.

/But you're not one of them./

/How could you protect them?!/

/You're no savior.../

/...you belong with us./

The wave of despair that had overtaken him slowly began to be replaced by a darker, more sinister emotion, spurred on by the vaguely familiar voices infiltrating his mind. He gazed at his mother’s lifeless body again. How could he let an act so horrible, so unspeakable, go unpunished? He felt himself giving in, felt himself willingly slipping into submission to the anger that grew so quickly inside of him.

Tilting his chin up, he opened his eyes and felt the heat building, then explode skyward in a bright neon wash of red.

Five seconds...ten...thirty...

Shutting his eyes once more, he lowered his head, tucking it into his chest.

There was silence.

Not even the call of birds.

And no sound from the gathered crowd at all as they watched their hero bolt straight up into the sky, without looking back.


[Just curious guys...has anyone guessed the connection between Leviathan and Dr. Braden yet? I'd be interested to hear your guesses!]