There was a virtual tidal wave of sound coming from the burning building, which joined with the stink of the blaze to attack his senses. Beneath the smoke, he smelled the sulfur of weapons discharge, and the noxious fumes from the exhaust of late arriving police vehicles left running.

He knew Lois would be trailing him several blocks back. This was the first time she had been near when the arsonist struck, and she would want to be there. He wished he could have talked her out of it, but he hadn't the time, and he knew any such effort would have been useless. Thankfully he knew his parents just as well, and the reassurance of knowing that they'd gotten back to the townhouse with Ellen, Sam, and Lucy in tow was enough to give him peace of mind.

Lieutenant Bryce's eyes lit up as he saw Superman. "We're waiting for backup, but we've got a real situation here. We figure they've still got a couple dozen guys in there, heavily armed. They must be on something to stay in there with the place coming down around them."

"Either that or there's something in there they don't want you to get," Superman suggested. "Is this another LexCorp warehouse?" he asked, scanning the blaze with his x-ray vision for a strategical point of entry.

"No. An old genetics research facility. Owned by a Dr. Rayne Evans."

Superman's eyes narrowed in thought, making a mental note to double-check the name. With a blast of momentum, he took to the sky. Although he could've entered the building without being shot or burned, the foolish thugs inside needed every moment of surprise and confusion possible if none of them were to die in an unnecessary flurry. He curled himself into a tight ball, hurtling toward the blacked-out windows.

He slammed through the window, glass flying everywhere as he landed, hard, into two large armed men. They went down, the wind knocked out of one, but the other hit his head with a hard crack on the cement floor. Superman only hoped that his desperation, the momentarily unavoidable loosening of the restraints he always put on himself, hadn't caused a man to die.

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

The boy known as Jason Thompson never considered his actions to be good or bad, simply necessary. It had been that way since he was a small boy, despite his parents' insistence on labeling his behavior at every available opportunity. No, Jason merely considered himself a practical, logical young man. He identified his goals, and did whatever was necessary, without exception, to achieve those goals.

Now, as Leviathan, he stood a block away from the burning building, watching with amusement the catastrophe he had created with his own bare hands. And it wasn't over yet. As ordered by Rayne, he had waited to see if Superman would show, and of course, he hadn't been disappointed. He was enjoying the show: a righteous blaze, wounded cops, the bullet-ridden police vehicles, and now the man of steel. And those goons Rayne had hired to keep the cops busy from inside were the perfect pawns...the perfect bait. He'd wait until the last possible second before starting the thirty second countdown to detonation. He wasn't in any hurry; all that mattered now was catching the blue boy scout in the thermal probe blast, hidden within the central bomb.

He flipped open the remote, which looked like nothing more sinister than a small cellular phone, and entered the code to arm the explosives planted throughout the building. His thumb hovered over the pound sign.

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

Amid the heavy smoke and flying embers, Superman swept out an arm to topple two more men in a heap, one on top of the other. They struggled to get their guns free, but simply couldn't be fast enough.

Click!

That was not the sound of a bullet being chambered, or a safety being turned off; not the sound of an ammunition cartridge sliding into place.

Tick...tick...tick...

"No," Superman whispered to himself.

Most of the gunmen were at the far side of the building, firing at the police. Several others were behind him, only a few of them armed. Two large men armed with automatic pistols stepped into the fiery light, their weapons pointed at his S-shield. He had no idea how much time he had before the bomb, or bombs, went off, of how large the explosion would be. The gunmen couldn't hear the ticking, didn't know that their lives were in immediate danger.

Tick...tick...tick...

"Everybody out, now!" he shouted, instantly disarming the two men before him. "There's a bomb!"

Tick...tick...tick...

Holding his right hand tight against his body, the larger gunman scrambled to pick up his weapon, remembering his instructions to keep the hero in this part of the building. The others continued to fire, and though saving their lives was his priority, Superman was forced to attack directly. He moved in with extraordinary speed. By the time the bullets had reached their mark, their target had moved through the air, slamming into the gunman, his weight bearing the man down to the floor. When Superman rolled away from him, the man lifted his hand to fire again, then looked down, stunned, to see that his gun was gone.

Tick...tick...tick...

Up ahead, others were still firing at the cops, but he could hear several of them coming up from behind. He didn't have time for this. The larger guard, who was still conscious, had recovered his gun. He stood with his back to the row of blacked out windows, perhaps foolishly thinking the shadows gave him an advantage.

Tick...tick...tick...

"There's no time for this...the bomb-" Superman began to shout.

Click!

The ticking had stopped, and both Superman and the gunman knew what that meant. Instinct took over. It was too late for anything else, and his brain filled with one word. Out!

Two steps took him straight into the man in front of him, pulling the only life close enough to him to save, into the air, through the windows ahead of them.

They didn't make it.

Superman screamed as the force of the explosion crashed into him. The noise blasted his ultra sensitive eardrums, the pain like a hammer on his skull. The window had shattered from the force of the explosion a moment before they reached it, and glass shards flew just ahead of them, then around them, as they were shot like a ball from a cannon through that opening. But something wasn't right.

Superman could feel the heat searing his back, the fabric of his suit shriveling and tightening along with his skin. The pain in his head was sheer agony, and it began to pierce the rest of his body.

It surrounded him, and it was inside him. He felt it invade him, felt it flow through his veins like cold needles.

From some deep recess in his brain came thoughts, involuntary and creeping to the surface.

/You don't belong here./

/You're not one of them./

/You've let them control you./

The pain once again seeped back up through his head, and instinctively, he lifted his arms to his skull in an effort to somehow contain it.

It tore through him, and for a second all he knew was the pain. The pain was everything, and it felt as if it would obliterate him.

Then it all stopped.

He lifted his head, and the pain returned. Every fiber in his being screamed in protest as some mysterious force breathed new, unwanted energy into him, causing him to fall still, his head slamming into the debris-scattered ground beneath him. He had never known pain like it before. It eclipsed even the pain of kryptonite, and yet somehow it held the familiar, draining sting of the green meteorite.

He waited, unmoving and patient. After a while he noted his breathing had slowed to its steady rate. Once again, he raised his head, hoping he could make it back to his feet. He still felt dazed, as if everything was some unreal dream.

Racked by agony, but spurred on by determination, he finally staggered to his feet.

"Whoa," a voice approached him from behind. "What happened in there?"

"Give him a break, lieutenant," a female voice chimed in, "he can barely move."

Ah, the cop. Bryce. And judging by the shape of her jumpsuit and the official tone of her voice, the woman must be an EMT.

"Keep those people back!" he heard another cop shout. "We don't know if this is over!"

"The place was wired to blow," Superman said, solid on his feet, for the moment, "but there were alot of munitions in there to begin with. I don't know if..."

His words trailed off because his brain had finally recognized that there was a sound in his surroundings that just didn't belong. He scanned the area carefully, listening intently, ignoring the lieutenant and EMT as they continued their exchanges. What else was there? What had alerted him?

The footsteps. Onlookers milled around, and more arrived by the moment. Firefighters and police officers ran around with a purpose. But one person, a man judging from the heavy slap of his feet, was running away, his own laughter echoing his escape. He was two blocks south and, though Superman couldn't focus on this guy's heartbeat, he did have an innate lock on one that the madman was headed towards- Lois.

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

Lois had still been a few blocks away from the burning building when it exploded. Silently, she screamed her husband's name. He was always in constant danger, but she couldn't stand to think that she had been there, so close yet so far, if something had happened to him.

She began to run, but a faint scuffling sound of feet on the sidewalk made her look up and turn around. A long shadow fell just short of her, its owner standing a few feet away. "You're Lois Lane, right?" the onlooker grinned, his manner of speaking alarmingly quick and clipped.

"Yes..." she threw him a questioning glare, taking in the young man's appearance. He was barely Jimmy's age, if he was even that, with the look of your everyday kid; though she couldn't remember ever seeing him around the city before. At first glance, she was less than impressed- the way he moved was so jagged and erratic. "And you are...?"

"You can call me..." he started in a sing-songy voice, "...Leviathan." Close-fitting clothes covered his tall, lanky frame entirely in black. His voice, flowing smoothly, held an underlying, sinister edge. His overall presentation indicated an eccentric, almost maniacal, intellectual.

Completely oblivious to Lois' glare, Leviathan gave her an arrogant snort and a wry smile as he lifted a hand through his hair. Messy black bangs fell back in his face. He sauntered over, stretched out both arms, placing a hand on either side of where she was standing. "Wanna see what I can do?" In one swift motion, flames engulf the length of his arms, surging past her. She winces as the searing heat nearly brushes alongside her arms. "I was hoping you could deliver a message to Superman for me."

"Why don't you give it to me yourself!"

With a pivoted touchdown to the street, Superman had placed himself between Lois and the kid, his solid frame blocking the flames from stretching any further.

"Superman," Leviathan began, clearly not in the least bit worried about his arrival. "Actually, do you mind if I just call you Clark?"

"Come again?" With a guarded look on his face, he took a few steps toward him.

"Hey, secret's safe with us, big guy. But if I were you, I'd be more worried about that," he raised a hand, chuckling as Superman's and Lois' eyes followed his to the trail of blood oozing from the hero's shoulder. "You don't look so good. So maybe instead of telling you my message, I should just show you instead."

A small cyclone of fire swirled at his feet before spinning a path towards Superman. Still reeling from the blast, with little other options, the hero hobbled desperately back on unsteady feet, finally falling against a stack of boxes and crates, his breathes coming in painful rasps from the vicious sting of the flames. He was taking the measure of the creature before him. His days had instilled the use of extra caution when dealing with unknowns, in particular psychopathic unknowns, even if they happened to be just a kid.

A wave of dread flickered in Lois' eyes as she could only look on, watching another wave of fire surge from the kid's hands, pulsating in a ring of flames around her husband. Leviathan stood in sheer euphoria, basking in the glow of rising fire, seemingly impervious to its effects.

Stepping through the flames with ease, Leviathan made his way over to a terrified Lois. He stood askance, one hand on his hip and his head tilted to the side. His every movement was made with careful precision, making him appear even more menacing, the sadistic smile blazing across his lips topping it all off. "Taa-daa!" he boasted proudly, admiring his work with an exuberant outstretch of his arms. "Oh come on," he scoffed, fully disappointed at Lois' lack of appreciation. "Just havin' some fun here."

"What do you want?" Lois managed to choke out before feeling the searing grip of his hand around her throat, lifting her off the ground.

"Time."

Leviathan's eyes, their complete blackness pulsing with energy, lingered on Lois, whose face had gone cold, nervous panic flooding her as she beheld the young man. The upper half of his face was unreadable due to the bangs- long and obscuring the majority of his face, lightly tracing a sculpted chin, only part of his elegant nose visible.

With a contemptuous gesture, Leviathan set her aside, surprisingly gently. Another wicked smile stretched across his face as he turned to leave, shouting one last comment to the fallen man of steel. "You've got a job to do."

"What do you mean?" As he pulled himself up, Superman watched him for a moment before the kid turned, a feral expression of hatred etched in his features, nostrils flaring tightly, eyes slitted like a cat as he made his departure.

"You'll find out. They'll all find out...soon enough."

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

“You’re certain he's been implanted with the probes?”

“Absolutely."

Leviathan laid himself out across the lab's cold cement floor, staring aimlessly at the ceiling, a sick smile across his face as he replayed the evening's events in his mind. "Now we play the waiting game."

"Our priority here isn’t to play games," Dr. Braden snapped, "it’s to gain control of Superman. Haven’t you been listening at all?!"

Rayne, following his former colleague’s lead, was now getting furious as well. "Do we have to remind you why we were gracious enough to offer you this new life? This leap on the evolutionary ladder? Maybe you’ve set so many fires that your ears are clogged from the smoke, so let us tell you aga- aggh!" Rayne’s mouth met fist, as Leviathan could no longer hold back his rage, catching him with a fierce right punch, then slamming him up against the wall.

"No, I don’t think *you* quite understand, so let me put things into perspective,” he tightened his grip a little more. "Don’t you worry your lil’ head about Superman. The kryptonite probes have already taken effect. He's already been weakened." He relinquished his hold on Rayne, dropping him to the ground. "It's only a matter of time before his mind starts crumbling from the effects as well."