"When Heroes Fall" is the fortieth, forty-first, and forty-second chapters of The Last Son, Book Three: Changes. Following the decimation of the Skrulls, Kree, and Shi'ar forces, General Zod enacts very harsh treaties on Earth's enemies that slowly perturbs Superman and the other heroes. However, Zod shows his true colors and turns on Earth's heroes. Wielding the might of Battlesation Sentrius, Zod declares to take over Earth as "New Krypton".


Part I: Rules of EngagementEdit

Superman and Alison Blaire has some intimate time together inside the Fortress of Solitude. Afterward, Superman survey the damages inflicted from the invasion. He then becomes worried that everything that had happened was because of him. Alison insists that it was the Kree and Skrulls that chose to come to Earth to settle old vendettas, not Superman, and the world would have been much worse if it had not been for him and Zod.

At Battlestation Sentrius, General Zod, Winema Wazzo, Green Lanterns John Stewart and Hal Jordan, Empress Lilandra Neramani, Admiral Renata Var, Hawkgirl, Professor Xavier, and Lobo are on board to hammer their treaty with the Skrull, Kree, and Shi'ar Empires. The conference is soon joined by Superman, Power Girl, and finally D'Ken, Cal'syee, Veranke, Kl'rt, Ronan, and the Kree Supreme Intelligence. The treaty is brought out to the defeated dignitaries in which their forces are to withdraw from Earth and the Solar System, and any of their respective vessels that come without permission from Earth and the Galactic Confederacy are considered hostile and to be dealt with. In addition, Ronan is forced to repay back Lobo's contract with his entire inheritance - on the condition that, upon settlement, Lobo is to leave and never return to the Solar System; the territories between the Skrull and Kree Empires are cut in half to serve as a buffer zone to effectively ending the Kree-Skrull War; and D'Ken and Caly'See are to be taken custody by the Shi'ar Republic.

Ronan and the Skrulls are angered at the given outlines; Veranke outright refuse to recognize and threaten to summon more of her empires's vessels to assault Earth. But, to everyone's surprise and shock, General Zod counters Veranke's threat by acknowledging the location of her main shipyards in the Zur'Kol System that he gained from the Fortress that had hacked into the Skrulls' databank; in which the system has a World-Gate and Zod orders Sentrius to prepare to fire a Nova Javelin at the entire Skrull Imperial Navy, which hold billions of Skrull lives, and effectively making the Skrull Empire defenseless, unless Veranke accepts the surrender terms. At Kl'rt's urgent pleadings, the Skrull Empress hastily signs the treaty. Zod's display also prompts the other dignitaries to sign their treaties as well.

After the Kree and Skrulls are teleported to their respective ships, and D'Ken and Caly'See sent to Neramani's ship, everyone present are still shock by Zod's actions to which Zod reasoned that the situation would have been much far worse if he hadn't forced Veranke to surrender. Admiral Var is rather impressed before requesting Zod of needing Sentrius' support in dealing with Thanagar's conflict with the Gordanians. But Superman voice out that this would violate the Law of Riona Prime, which Earth was only a exception due to the Fortress's presence much to Admiral Var's frustration. At Winema's reasons for a diplomatic resolution, Zod propose an idea of summoning the Gordanians to witness the might of Sentrius as a show of bluff. With the matters concluded, everyone return to their respective duties.

At the Triskelion, Nick Fury, Madelyn Pryor, Steve Rogers, and Natasha Romanova assess the reports from the invasion, most especially from Sentrius and its capabilities that unnerve Fury. Robert Kelly makes a tele-conference with the S.H.I.E.L.D. Director and strongly demands for an immediate control over Sentrius under American interest, which Fury necessarily agree on the basis from risking it to fall in independent hands. This is met with protest from Rogers, Natasha, and Madelyn in which Fury angrily respond that nearly the entire world is up in arms and some of the more "unfriendly" nations won't hesitate to go after Sentrius or the Fortress itself, and consequently dragging into another diplomatic crisis. However, Madelyn points out to Fury that General Zod commands the battlestation. When news of Zod and Superman are arriving to New York City, Fury prepares to head out to speak to Zod on the situation.

At the U.N. building, Wonder Woman, Batman, and the Amazons observes the Assembly with Zod reports on the status of the invasion. When press on Sentrius, it raises a commotion on how best on using it for international reasons until it is quieted by a bemused, yet sinister laugh coming from Zod. After gaining everyone's attention, Zod sternly tells the Assembly that Sentrius is Kryptonian property and declaring that he and his species utilize it however they see fit, and express his disapproval of the ungratefulness from Earth's nations for saving them. This does not placate the Assembly in which some of the more vocal ambassadors saw Zod's words as a clear threat and voicing the battlestation to be submit under international law. Zod, however, is unfazed by their demands and harshly criticize that there won't be an Earth if it weren't for him and Sentrius, and subtly warning that the situation can be "very easily reversed" before making his leave. Wonder Woman and Hippolyta are taken aback by Zod's outright threat while Batman start to contact Superman.

Meanwhile, Superman and Power Girl visit a hospital where Siryn is being treated by Doctor Strange and over watch by Colossus, Cyclops, Phoenix, and Professor Xavier. Siryn is unable to talk due to her recent battle in the invasion and can only communicate through writing on Colossus' sketch pad. When Cyclops raise concern on the whereabouts of his brother Gabriel, Superman suggest of using Sentrius until he then realize on the ramification of Sentrius' presence. Professor Xavier states that it would be best to discuss the situation at the Intitute. Suddenly, Zod appears and join them on their leave. Just as everyone exit the hospital, they are greeted by American military forces led by General Thaddeus Ross and soon join by Nick Fury. It is made clear by Fury, who explain that even though Sentrius have some good intentions, the U.S. government would think otherwise in which Fury want to find a way that would mend by granting Superman, Zod, and Power Girl government status operatives much like the Avengers. Zod immediately rejects Fury's offer and aggressively telling Ross that he will not take orders from America, especially in his words from "primitives". At that, Zod punctuated his words by pushing down Ross with his finger that cause the military to aiming their weapons at Zod. But the Kryptonian general is unimpressed and simply tells them if they could do any better from a person who defeated the might of the Kree, Skrulls, and Shi'ar with ease, which the soldiers then chose to lower their weapons. With that Zod takes his leave to Sentrius, as Superman could only stare in shock and receive his call from Batman.

At the Institute, Professor Xavier, Cyclops, and Phoenix arrives by the Black Bird with Superman and Power Girl. Magneto and Quicksilver are also present with Empress Lilandra, Brainiac 5, and Tinya. Both Lilandra and Magneto have their reasons for coming to talk with Xavier. Lilandra goes first in regarding her first meeting with her siblings and finding them to have suffer from "Siege Sickness", which is first identified during the end of the Krypton-Shi'ar War. Superman immediately recognize the conditions are the results of the Eradicator weapon and recalling the events that transpired on Argo. Lilandra, reeling in from the discovery, continues that after the war, her people had made allegations towards Krypton on accusing General Zod for war crimes for using such a weapon but the investigation and disclosure were gone due to Krypton's destruction. However, Tinya suggest Brainiac 5 of analyzing the information that were copied from Brainiac's database as Brainiac was present at the time of the trial to confirm the investigation. Superman, anxious, allows Brainiac 5 makes his analysis. Brainiac 5 concludes the revelation that Zod was found guilty and exiled to the Phantom Zone on the same day of Krypton's destruction - contrary to Zod's original statement that he "presided" over the trial. Magneto grasp these revelation as also part of Irene Adler's prophecy regarding to another Kryptonian, which is Zod, and bemoan that it is now too late to warn anyone. Superman is greatly in denial that Zod could authorized a Eradicator and tries to find a reason for his godfather's actions. He decide to confront Zod by himself to hear it from him on his crimes while notifying his allies on being place on standby if it doesn't end well.

Superman flies to Sentrius and meets with Zod. He then order Sentrius on opening a log on the last day of the Shi'ar siege. However, Sentrius is unable to comply as the log is deleted and unable to be access given it is classified and allowed by persons of higher ranks. Zod then orders Sentrius to give himself and Superman privacy and demands his godson for his inquisitiveness. Superman raise the question on the day of the trial prior to Krypton's destruction and finding Zod's story inconsistent, and relaying on Lilandra's information. Zod finally admits that he did authorized the use of the Eradicator as a lesson of overwhelming force in making the Shi'ar afraid from warring with Krypton even if they were losing. Zod continues to justifying his actions, stating that the Council of Twelve that condemned him was weak that allowed Krypton to stagnate, and considered Jor-El to knew better of that and planned accordingly for Superman's survival on Earth; in which Zod see that himself and Superman would work together in rebuilding their civilization by making and ruling over Earth as their "New Krypton". Zod's proclamation only horrifies Superman and making him to realize that he unwittingly gave Sentrius to Zod to carry out his ambitions. Superman then orders Zod to be strip of his command over Sentrius, but to be interrupt by Sentrius warning of multiple nuclear missiles fired from North Korea and are heading for the battlestation. The launch is in response to Zod's belligerence at the General Assembly.

The missiles are ineffective in penetrating Sentrius' defenses. Zod sees this as an act of betrayal from Earth and orders Sentrius to fire a Nova Javelin at North Korea. Superman orders Sentrius to call off the strike, but Sentrius, at Zod's orders, ignore Superman and strip of his command. This forces Superman to fight Zod, but Zod proves formidable and ordering Sentrius to teleporting themselves outside the station in order to prevent Superman from gaining access to Sentrius' systems. The two resume their fight, but the Nova Javelin is launched. Superman breaks away from Zod and attempt to race after it but he is too late as the missile destroys Pyongyang and the surrounding regions. Shortly following the ensuing devastation, in which the explosion is felt across the planet, Superman warns his allies of Zod's betrayal.

Zod confronts S.H.I.E.L.D. Helicarrier Alpha and demanding Nick Fury to surrender his forces. Fury respond by ordering his air forces to attack Zod, but Zod effortlessly neutralize them and enters the Helicarrier's bridge. Zod then demonstrate by having Sentrius creating a defensive field around the vessel, forcing Fury to relent to Zod's demands. Thereafter, Zod broadcast a planet-wide announcement, declaring that the attack on Sentrius made Earth an enemy of the Kryptonians, therefore he orders Earth's surrender to Zod and accept him as their ruler or face his wrath. Superman soon arrives and speaks out against Zod's declaration as insane. Zod, refusing to fight Superman due to other priorities, slices the Helicarrier with his heat-vision and causing it to sink before taking his leave. Superman barely holds the Helicarrier and allowing its personnel to safely evacuate. The League, X-Men, and X-Force arrive to Superman's location, and they are determine to stop Zod.

Part II: BeachheadEdit

Zod begins an incursion into Afghanistan where he subdues local insurgents and a group of American Marines. Superman, Green Lantern, Hawkgirl, Cyclops, Phoenix, Shadowcat, Avalanche, Spyke, and Storm soon arrives and battling Zod and his Kryptonian Drones. Zod and his Drones manage to overcome them, wounding Storm, and commanding Sentrius to opening a Zone Singularity Portal within the area. Zod then makes his leave to New York.

At New York, Zod confronts Wonder Woman, Batman, Power Girl, Spider-Man, and the Amazons, and similarly deploys his Drones. During the course of the battle, Spider-Man is brutally assaulted by Zod and prevented from the finishing blow by Mary-Jane, who begged Zod to spare him. The Avengers soon joined the battle, but they are overpowered by Zod. Superman finally arrives, but he is too late to prevent Zod from summoning another ZSP. After Zod departed, Spider-Man and Iron Man (whose Arc Reactor is fried) are rush to the Fortress of Solitude for medical treatment, and Superman follows Zod to Toronto.

Upon Superman catching up to Zod, who have anticipated him and delay him by having Artillery Drones targeting the city's denizens. Superman stops the salvos and Zod is prevented by Sentrius from ordering more salvos due to threatening Superman. Zod is forced to fight Superman again. The fighting stops when Sentrius notified Zod that Councilor Wazzo wishes to speak with him. Zod obliges Wazzo's request before ordering another ZSP in the vicinity. Superman then demands Zod why he is calling more Zone-strikes to which Zod answer that he is opening a gigantic portal to the Phantom Zone in order to retrieve something from within it. Zod then leave for Wazzo while Superman is forced to rescue a woman who was present in their battle to escape from the ZSP.

Meanwhile, S.H.I.E.L.D. is notified of the Avengers' defeat. Due to the dire situation, Madelyn Pryor reluctantly tells Colonel Fury of the Kryptonians' weakness to Kryptonite. Fury orders the weaponization of the Kryptonite meteors that were confiscated from Kansas twenty years ago, and is willing to put Superman's life in jeopardy if it is the only chance to defeating Zod.

Part III: Unseen VictoryEdit


Part IEdit

Kl'rt: Seeing a Kree grovel; at least some good came out of this day.

General Zod: Do not mix arrogance with stupidity, Skrull; it is a most vile concoction to imbibe.

Power Girl: You were going to do it, weren't you? You were going to launch a Nova Javelin at innocent…
General Zod: The Skrull Imperial Navy is hardly innocent, girl. Had Veranke carried out her little bluster, we would be facing a much larger war – one which Sentrius would invariably win, but not without more significant losses to Earth's population. She needed to be reminded of why attacking us was a colossal stupidity.

Artemis: Men; always fighting over the biggest weapon. Little has changed through the millennia, I see.

General Zod: Your nations both have all but made careers out of flouting this organization's rulings, yet now you cower behind "international law" when it suits you. Entitlement and hypocrisy; how amusing.

General Zod: You order me? Zod does not take orders from primitives…especially not ones who owe their lives to Zod.
Thunderbolt Ross: "Primitives"? Is that what you think of us?
General Zod: Your country holds itself up as the example for the rest of your species when it cannot even govern itself; it covets what does not belong to it, and chases shadows of threats with utterly reckless paranoia. I do not think you are primitive, Ross; I know it.

Phoenix: Okay…I'm pretty much seriously creeped out, right now.
Nick Fury: (dryly) Join the club, missy.

Quicksilver: Supposed to be the good-guys, huh? So much for that idea.

Superman: Is it true? Did you deploy an Eradicator against the Shi'ar? Is it TRUE?
General Zod: You mean, did I win the war? Did I shatter Kral'Nor's spirit, and take away his fleet's desire to fight? Of course it's true, Cadet! Look at what we've had to do, boy; do you think anything less than a show of overwhelming force would have been enough to frighten away those primitive fools? They had to be taught what horrors awaited them, should they make war with us; I merely taught them reason to fear us.

Nick Fury: People…tell me we didn't just kick the biggest hornet's-nest in the universe

Part IIEdit

General Zod: I see that you appear to share my godchild's opinion.
Cyclops: Call us old-fashioned, but we're not in the habit of kneeling to anybody, either Kree, Skrull, or Kryptonian.
General Zod: I see. If you will not be part of the solution, boy, then you are part of the problem.
Avalanche: The way we see it, Z, the only problem here is you.
General Zod: (sighing) I see that reason is beyond you; I should have expected. Very well; I suppose I shall have to deal with you the hard way.
Cyclops: Finally! Something we can agree on!

Chloe Sullivan: So Zod expects the entire Earth to just…kneel to him? Is he kidding?
(Zod suddenly arrives)
General Zod: I do not "kid," human.

Hippolyta: You were serious, then? You intend to subjugate this entire world, and all on it?
General Zod: You object? Given you and your history with – what did you call it? "Man's World?" – I would have thought your people would approve.
Hippolyta: No Amazon of Themyscira will ever submit to tyranny, Zod.

Spider-Man: I don't care…what this nut-bag does; I am not kneeling to him, and neither are you. And guess what, Zod? Neither is Earth!

General Zod: So Fury thinks he can stop me with his collection of superpowered stooges, does he? Forgive me if I am unimpressed.
Captain America: The feeling's mutual, Zod

Thor: Surrender, or be smote where thou stands!
General Zod: (laughs) It is ironic you should say that, Asgardian, for I was about to say the same thing to you!

General Zod: You think your pitiful toys can outmatch our weaponry, Anthony Stark? The very idea is laughable!
Iron Man: I don't have to outmatch your gizmos, Zod. I just have to outmatch you.

Thor: Thou dost face the greatest warrior of Asgard..
(Zod kicks Thor in the chest)
General Zod: And you face the greatest warrior of Krypton. Let us see which is better.

Captain America: We're not through yet!
General Zod: Yes. We are.

Captain America: Is that it? My grandmother hit harder than that!

General Zod: (gripping Powergirl's throat) I think it only fair that I tell you, girl. Your relationship with my godson? I do not approve. (grips tighten) At ALL.

General Zod: Why, boy? Do you think you're doing these primitives any favours by resisting me? You've seen their behaviour; if we do not impose order, they're going to destroy themselves!
Superman: You don't know that, Zod! I've lived among them my entire life; I know what they're capable of, and it amazes me! My father believed the exact same thing I believe: all they need is an example to show them what to do! Not some dictator telling them what to do!
General Zod: Merciful Rao, you're as naïve as your father! And as thick-headed as your GRANDFATHER!

Beef: Hey, lady, if you think we sent up that nuke, you're nuts!

General Zod: Out of respect for the Councillor, I offer you all this one chance: if you wish to live…then kneel.
Hellion: Kneel yourself, old man!

General Zod: That is why we were – and always will be – your betters, Guardsman: whether certain or uncertain, our might is as constant as the stars themselves..!
(Zod is hit by spell-bolts)
Doctor Strange: It does not appear that way to us, Zod.
Catseye: The only stars around here are the ones you'll be seeing!

Emma Frost: Well, that was pleasant.
Beef: I'll say! I'm never complainin' about fighting Supes, ever again! That Zod guy is nuts!

Jubilee: Okay, how is this a good idea? We're gonna stop the baddest guy on the planet with the other baddest guy on the planet?

Wolverine: Bub, I always thought something about you smelled off, and now there it is: you're friggin' nuts.

Quicksilver: I am SICK of you! I am SICK of hearing about how "great" you dorks of Crap-Tun were supposed to be! For the past two years, I've been listening to that same stupid broken record; if you jackasses were so great, how come you all blew up, huh?

General Zod: (after clotheslined Quicksilver) You seem to think that Zod has the same patience for your barbarism that Kal-El does. That was a fatal error, primitive.

General Zod: For one who claims to be the most intelligent sentient on this planet – which says very little, mind you – you seem to have a habit of pathological stupidity, van Damme.
Doctor Doom: So says the fool who expects Doom to kneel. And remember, Zod: you now face one who has fought one of your kind to a standstill.

Johnny Storm: Tell me we didn't just save Vic von Doom.
Reed Richards: Victor may have a lot to answer for, Johnny, but that doesn't mean he deserves to die.
Ben Grimm: Maybe, Stretch, but did we have to do it while Zoddy here has a gi-freakin'-normous robot at his beck an' call?

General Zod: (to the Fantastic Four) You mean to stand against Zod for the sake of a known enemy? Merciful Rao…I'm beginning to see where the Cadet observed such counter-productive altruism…
Susan Storm: Thanks!
General Zod: (his humor vanish) You are serious, then? (kicking away Doom) Very well; if you wish to beat yourselves bloody, who am I to stop you?
Ben Grimm: The only shmuck around here who's gettin' a beating hung on him is you, Zoddy…'cause it's CLOBBERIN' TIME!

(after beating up The Thing)
General Zod: (sneering) "Clobbering time," indeed.

Johnny Storm: And that…is how we do things…in New York! Let's see you…walk away…from that one, Big Z!

General Zod: (grabbing Johnny) Flame OFF.

General Zod: I give you and your kind a chance – I offer mercyand THIS is how I am repaid?
Reed Richards: You mean, we're supposed to be grateful you're putting our planet under your heel?
General Zod: You would not even HAVE a planet, had it not been for Zod, you ungrateful savage!

Magneto: I will be dead before I submit to another racist tyrant, Zod!
General Zod: You refer to one Adolf Hitler, I assume. Your comparison is inaccurate, human. Your Hitler's claim to supremacy was based on pseudoscience, whereas Zod has the might of an entire civilization behind him. And second, despite his delusions, he had an even playing-field when fighting his opponents; against Zod, the field is anything but even.


Black Panther: No man, woman, or child of Wakanda has ever knelt to a foreign power, General, no matter where they come from. What's more, you have already assaulted Wakanda's future Queen, today…and that is unforgivable.

General Zod: You DARE? I have spent my life protecting our people from savages like these! Savages that murdered my Ursa! If the Council had allowed us to take a more forward stance, the Siege would have never lasted one year! Krypton would still be here, and so would she!
Superman: All of this, all of the death, all the destruction…just so you can get revenge for your dead lover; that's what this is about, isn't it?
General Zod: What it's about, Cadet, is making Rao-damned sure that none of these primitives ever raises a hand to a Kryptonian again! Starting with Earth!

General Zod: I have tried to be patient, boy; I have humoured and indulged you. Now, the time for games is over; you will take your place beside me in putting these savages to order…and kneel before Zod.

Part IIIEdit

Namor: Many warlords and tyrants have made that demand before, Kryptonian! You may have the answer I gave them: Atlantis will never kneel to an invading tyrant, regardless of from where they invade!

Tony Stark: You sure got a better wake-up call than I did, kiddo…but I guess that's fair, since Zod practically used you as a butt-cloth.

Mary-Jane Watson: Are you crazy? You scared me half to death! How could you even think of going toe-to-toe with that…that psycho?
Spider-Man: Me? What about you? What exactly were you thinking, Little Miss I'm-Gonna-Run-Out-In-Front-Of-A-Flipped-Out-Kryptonian-General? I've got superpowers! What's your excuse?

Ben Grimm: Big Z happened, Web-Head. Zod figured out every play we made, while we just walked right into his, and got hammered for it.

General Zod: "Over," Cadet? NOTHING is over! You may have cheated me of my command, but you cannot take the power of the yellow sun from me! I will bring order to this savage planet with my bare hands!

Power Girl: Okay…I think it's safe to say we've pissed him off.
Superman: You remember the plan?
Supergirl: Yeah: run!

General Zod: Side-by-side, we could have achieved wonders, yet you – like all of Krypton – betrayed me!
Superman: You're the traitor here, Zod! You all but spat on everything that made Krypton great!

Rogue: (after she and Flash punches Zod) Gawd, that psycho still has a thick skull!
Flash: Welcome to my nightmare, Stripes.

General Zod: Cade…Kal…w-we've both been impetuous! We've both said and done things that, perhaps, were a bit hasty…
Superman: Deploying a Nova Javelin against helpless people? Sending legions of Drones and a WarBot to destroy an allied outpost? Threatening to use an Eradicator? THAT'S your idea of "hasty?"
General Zod: Boy, you cannot leave me here to die! W-We are comrades-in-arms! Family!
Superman: The Justice League are my comrades-in-arms. The Institute is my family.
General Zod: You mean to let these primitive savages kill me? Me? General Zod? Your own or'shon? One of your own PEOPLE?
Superman: Let me tell you about my or'shon and my people, Zod! My or'shon was a great man, who believed in what Krypton stood for, and would have laid down his life for it and its ideals! My people were an enlightened people, who would have never tried to dominate another – whose restraint and humility made them an example, a beacon of hope to all others! I don't know who and what you are, General Zod, but you are not my or'shon, and you are not one of my people.

Multiple: So…is Zod gone?
Superman: Yeah, Jamie, one way or another…Zod's gone.


Previous chapter:
"Battlefield: Earth"
Chapters of
The Last Son, Book Three: Changes
Next chapter:
"Brave New World"

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