The solar energies of this world's sun burned within him and, with a thought, Kal-El sent them spilling out his eyes. Under the heated assault a small part of The Machine flared red and melted itself into slag. Annoyed, Galactus turned, sweeping back the tide of heroes who struggled against him. Surely, thought Kal-El, the anger in that thunderous voice was only in his imagination. Like so many other things about his former Master.

"Of course!" cried Reed Richard, exultant at seeing the answer to a problem fall into place so neatly. "The machine! Concentrate on the machine he's building! That's the key!"

Gliding on the winds, Wonder Woman struck the mighty artifact with the Sword of Ares, sending sparks flying and filling the air with the shriek of metal.

"It's Clobberin' Time!" shouted Ben Grimm, The Thing, and smashed one rocky, orange fist into the smooth metallic side of the edifice, leaving the imprint of his huge hand there to mark his wrath.

"Go for it Matchead!" he bellowed encouragement to his young partner, the Human Torch.

"Flame ON!" cried Johnny Storm and unleashed a nova blast of heat and flame at The Machine.

"You trouble me, Herald," said Galactus to the hovering Kal-El, ignoring the others.

"I always did, didn't I?" returned Kal-El bitterly. "Why wouldn't you listen to me? Why are you making me do this?"

"We are as Destiny made us, Kal-El," replied Galactus.

The blast of energy directed at Kal-El was focused through the World Devourer's eyes, although that was not necessary. Just before it struck him and sent him careening far away from the battle, he came to appreciate the irony of that. The irony ...

And the rebuke.

It surprised him, vaguely, to be so unhurt. Battered and weary, he was; but unbloodied. Unfortunately, the same could not be said for the building with which he collided. Whistling through the air at the speed of sound, he cannonballed into the side of the raising LexCorp skyscraper with force enough to rattle his teeth. His fall splintered the glaring, yellow UNDER CONSTRUCTION signs lurking at the bottom of the structure. When the building collapsed on top of him, burying him under tons of debris, he thought he heard the distant screams of horrified onlookers, but he was not really paying attention.

"Son of a bit - " began one Metropolite

"He's street pizza!" cried another in dismay.

The gapping crowd fell back in hasty concern, retreating like an ebbing tide, when the ground began to shake. Exploding from his claustrophobic prison, Kal-El flew once more toward the Daily Bugle Building and the battlefield.

" - ch! Awesome superpowers, man! Kick butt, superguy!" finished the first astonished Metropolite and began a ragged cheer. The crowd joined him with enthusiasm.

"Did he say ... Super-man? Is that his name ... ?" inquired one cheering Metropolite.

"I *think* so ... " answered another, pointing to the departing Kal-El.

Kal-El's return was auspicious. He did not need his other senses to tell him that Galactus was besieged. He could see The Machine shake and tremble like an ancient with an ague under the assault of the helmeted leader of The X-Men.

"Keep up the pressure, Magneto," instructed Reed Richards, calmly. "I was right. It is made of metal he's leeching from his surroundings."

"And a ferrous one at that, Reed Richards," agreed the Master of Magnetism. Guided by Magneto's power, The Machine began to disintegrate, separating itself into it's component parts.

Galactus pointed and energy went roaring from his outstretched fingertip. When it struck the magnetic force bubble surrounding Magneto the shield blazed bright red as the two primal forces struggled for supremacy. Magneto's shields held, but like Kal-El before him, the concussive force of the clash sent him flying far from the fray. The Machine began to methodically reassemble itself, but Galactus turned his attention to his rebellious Herald.

"You have chosen to defend this world, my Kal-El. So be it. Then here you shall remain. No longer are you Herald to Galactus. No longer will you soar on the Cosmic Winds at Galactus command." Galactus waved his hand and the sky glowed bright, bright purple for an instant. By instinct, Kal-El shielded his sensitive eyes. When he lowered his hand it shook.

His body told him he had been stripped of his space-spanning powers, leeched of his ability to fly between the worlds. In his very cells he knew the Barrier just erected by Galactus would not allow him to pass. In the fullness of their destiny, the inhabitants of this would ply the stars, sailing among them with abandon. But not Kal-El. For him, the freedom of the stars was lost.

To frolic and explore among the wonders of the galaxy was his chieftest joy. At times, his only joy. Trapped and caged, now, he cried out in devastation. To be so denied ... so *confined* ... The loss was crushing, punishing.

As it was meant to be, of course.

The slender hand, its long nails carefully manicured and polished brilliant red, that tapped him lightly on the shoulder was most unexpected. Her pristine white costume bore several dark smudges to marr it's gaudy, sparkling perfection, but the masses of blond hair spilling over her shoulders in a leonine mane caught the light of the sun and fairly glowed. Kal-El blinked.

"Hi there, cutie," smiled Alison Blaire, the Dazzler(15). "What you do for all that tight spandex is probably illegal in at least forty-eight states. Love the cape ... but the rest has *got* to go. Too dark and gloomy. Maybe something in red and blue ... "

Kal-El's look of confusion must have been more than plain. Had he been insulted ... or complimented? It was difficult to tell. He blinked again and the Dazzler sighed.

"Look, stop me if I'm wrong here, Big Guy, but ... my powers tell me that you run off sunlight. Well, baby, we're a match made in Heaven. I convert sound into light --- any kind of light you want. Everything from lasers to plain old everyday *sunlight*." The beautiful woman entwined her arms around Kal-El's neck and whispered in his ear.

"Let's boogie!"

Her smile was joyous and wicked and the kiss was very through. Laughing, the Dazzler began to hum, at first. In the air around her, dust motes charged themselves with energy and began to dance about in time to the rhythm of her rising voice, in a, frankly, dazzling display of mutant born special effects. The Dazzler's stage act was always a big hit.

Her voice, when she began to sing, was low, throaty and powerful. She almost giggled as she decided on a song. Very appropriate. Singer Alison Blaire might have been rejected for the role in the Broadway production of the musical, but the Dazzler was going to leave her own, special, unforgettable mark on the song that sprang to her mind.

Feed me, Seymour.
Feed me all day long...
'Cause if I feed you, Seymour,
You can grow up, big and strong.

Concentrated sunlight struck him like a solid wall; flowed from the Dazzler into Kal-El, arching his back and making him groan in ecstasy. Warmth and power suffused him until his body could contain no more of the sweetness ... the agony of it. And, surrounded by her brilliant, dizzying light show, the Dazzler sang on.

If you want a rationale,
It isn't very hard to see.
No, No, No...
Stop and think it over, pal.
The guy sure looks real hung-ry to me!
The guy sure looks real hung-ry to me!
The guy sure looks real hung-ry to me...!

The pain became exquisite, filling his world. He cried out with the joy of it, coursing through him, burning down his veins like fire .... almost as potent, in its way, as the Power Cosmic. Raw energy flared and hissed around him, crackling and flaming the air. Again, his back arched and he gave his desire for more a harsh, rasping voice. Smiling, Alison Blaire, the Dazzler, sang louder.

He's so nasty treatin' us rough!
Smackin' us around, and always talkin' so tough!
You need sun and I've got more than enough!
You need sun and I've got more than enough!
You need sun and I've got more than enough...!
So, Go Git'em!

Glowing with power, Kal-El flew once more at Galactus. This time, his blow toppled the the World Devourer from his feet and Galactus went crashing to the rooftop, making the building beneath him quake.

"Tim-berrrr!" called out the Scarlet Spider as he web slung his way to safety, deftly avoiding the falling giant by millimeters.

Again his former Herald struck Galactus, sending him reeling. Taking advantage of the moment, Ironman aimed another precise repulsor blast at the alien and The Invisible Woman materialized several hundred small invisible force fields shaped like ball bearing beneath his feet to help him on his way down.

"Now, Flash, now!" shouted Steel to his fellow Justice League member and the Flash moved at super-speed, striking at Galactus legs. For miles around, glass shattered from the din of battle and fell like deadly rain down on the swiftly vanishing crowds below.

And, above even that crescendo, rang the accusing voice of Kal-El, shouting, demanding, almost but not quite sobbing.

"Curse you! Why? Why? Why wouldn't you *listen* to me?"

Galactus only answer was a great blast of purple tinged energy that sent Kal-El spinning crazily from the battle once more, leaving only the sharp tang of ozone and the smell of burning flesh burdening the air in his wake.


From the instant his eyes fell upon it, floating innocently there in the heart of Galactus great vessel, he knew that this was what he had come seeking. This small, oddly shaped, inconspicuous thing that seemed made to be held in the human hand. Not any of the large, awesome weapons surrounding it.

No. This thing and no other.

And The Batman knew that Kal-El was right ... like all things, it would seek out its Creator, the Master of its fate, Galactus. The shiny metal was unexpectedly warm to the touch.

"Hello," said The Ultimate Nullifier in the eager voice of a child. "Are we going on a trip?"

"Yes," promised The Batman, "we are. But before we do ... Let's play a game ... "

"Good!" the sentient weapon declared. "I *like* games!"

"You'll like this one," The Batman promised again. "It'll be lots of fun."


The battle raged on.

Under Magneto's direction, the X-Men fought valiantly. They all fought bravely On the ground, the forces of S.H.I.E.L.D. and the Metropolis S.C.U. kept the crowds at bay. Maggie Sawyer and Dick Grayson sweated blood but, between the two groups, they did their best to protect the citizens of the great city. Selina Kyle and Dick Grayson occupied themselves with transporting the injured to surrounding hospitals and tried very, very hard not to think about the saftey of someone they both loved who might now be beyond their help.

Atop the Daily Bugle Building, the heroes fought on as best they could.

"Damn it!" cried Guy Gardner, "the slime is on his feet again! Watch it Steel!" The green shield-shaped energy barrier Gardner erected to protect his fellow Justice Leaguer was timely. Like his name sake, the steel driving man, John Henry Irons pounded at The Machine with his high-tech hammer, signaling his thanks to Gardner. It seemed such a waste ... All that technology, lost ... Couldn't be helped, though. He gritted his teeth and fell to with a vengeance. But not without considerable regret.

Galactus towered once more among them. For an instant it looked as if the huge cosmic menace swayed upon his feet, but then he righted himself and began making his way once again to The Machine to continue his work. Pausing briefly, the Flash looked at his fellow heroes in distress.

"Anybody got any brilliant ideas?" he asked.

The bright flash of purest white light, when it came, found most of the heroes undecided as to whether it was their salvation ... or their doom. And it all happened too fast for them to really decide the matter. Even Galactus shielded his eyes. Caught unaware, a good many of the combatants were momentarily blinded so it was the voice, that high pitched childish voice that they heard first.

"Master, Master, Master!" shrilled The Ultimate Nullifier, "the nice man brought me home to you! He plays good."

When the spots cleared from before their eyes, the heroes saw Galactus take several steps back. He might almost have been said to stumble if such a majestic being were subject to such common things. Standing quietly, The Batman held up The Ultimte Nullifier in plain view.

"Apish fool!" cried Galactus to The Batman. "Do you even begin to suspect what it is you hold? The *power* of the thing? This is Kal-El's doing!" The Batman smiled; not a pleasant sight.

"Probably not," admitted The Dark Knight in rueful tones, "but I know this: you don't like it much ... and that's fine with me."

"Master! You went away and left me alone," sobbed the Nullifier in a petulant voice. " I was lonely. But the nice man promised to tell me where you were so I could be with you! Did I do good?"

Galactus rocked back on his heels and pointed his finger at the Dark Knight, his eyes blazing.

"Let's play a clever trick on your Master," suggested The Batman in a whisper.

"Okay!" chimed the Nullifier, brightly.

The bolt of energy the World Devourer unleashed never reached it 's target. It struck the impenetrable energy shield suddenly surrounding the dark clad hero of Gotham and slid harmlessly off.

"Nyah, nyah, nyah, nyah!" chortled the voice of the weapon that thought it was a little girl. "Can't hurt me, big meany old Master!"

Batman pointed at The Machine.

"He's going to use that machine to make us stop playing," he informed the Nullifier. "Why don't you stop him from doing that? You do want to keeping playing, don't you?"


"Then get rid of that machine."

And it was done. In less time than it takes to say it. The gigantic Machine did not flicker or waver. It simply ceased to exist; between one breath and the next.

"Nullified!" crowed the childish voice with considerable satisfaction.

"NOW!" cried The Batman.

This time when Galactus fell, he did not rise. Even so, it took the assembled heroes more than half an hour of almost continual battle to defeat the World Devourer, weakened as he was and deprived of his Machine and sustenance.

"Is it over?" asked the wounded Scarlet Spider when Wonder Woman helped him to his feet.

Surveying the wreckage around her, the lovely Amazon Princess nodded. "Yes, I think it is."

For many long moments, no one spoke and the quiet was quite oppressive. Finally ...

"It looks like Fury and his boys have the situation on the ground well in hand," remarked The Batman and turned to Reed Richard, Mr. Fantastic.

"I hope you like children," said The Batman, slipping The Ultimate Nullifier into Reed Richards outstretched hand. "This one is about two years old. But she's going to grow up really, really fast ..."

"Eh?" began the puzzled scientist.

"Joy, joy! Happy, happy!" caroled The Ultimate Nullifier, merrily. "Let's play games!"

"He knows lots of fascinating games," The Batman assured her. Smiling, he turned to the astonished Reed Richards.

"Play nice," he advised. "You really *don't* want to make her angry."

"Are you my Daddy, now?" sniffled The Nullifier.

Thinking fast, Reed Richards replied, "Why -er - yes, I suppose I am ... " Desperately he looked about for The Batman, but the Dark Knight was nowhere to be seen, vanished into the shadows.

"How does he do that?" wondered Richards in irritation.

"Oh, he's still there. You just don't see him 'cause he's not moving. Wanna play hide-and-seek?" inquired The Nullifier, hopefully.

"How do you know - "

"Oh, I know lots of stuff," said the Nullifier, smugly.

"Tell me more ... " requested Reed Richards, world renowned scientist. Perhaps this wasn't going to be as bad as he'd first feared. The Nullifier giggled.

"Say pretty please."

On the other hand ...

"Pretty please," said Richards.

"Hey!" exclaimed Spiderman, looking around uneasily, "What happened to the alien? Big Purple And *Hungry's* fly boy? You know, his Herald. That Kal-El guy." John Henry Irons frowned. But, of course, beneath his steel face plate no one could see it.

"That's a damned good question," he said slowly. "Did anyone see ... "

"I have an even better question," said Reed Richards, quietly. "Has anybody seen The Batman? He also appears to be among the missing." His teammate Ben Grimm rolled his eyes heavenward.

"Why ain't I surprised, Stretcho? Damned spook gives me the creeps," he proclaimed sourly. Ben Grimm busied himself lighting a large cigar between his rocky orange lips and so did not notice the look of agreement that passed between the others gathered in this place.

Agreement ... and uneasy trepidation.


The hands that held him, searching his body for injuries with light, skillful touches, were firm but surprisingly gentle. His blurred vision brought him the sight of ice blue eyes, softened now with concern, staring out of the midst of great darkness.

"Don't leave ..." he choked, "please ... Not again ... not again ... " Strong arms tightened around him reflexively. The voice that answered him was deep, low and soothing.

"I'm right here," it reassured him. "I'm not going anywhere."

"Cold ... " he shivered, "so cold ... "

Warmth enveloped him at once and he clutched the comfort of the huge, black bat-shaped cape closer to him. Safe, protected, and no longer alone, Kal-El tumbled down into blissful unconsciousness.


It was Steel who helped The Batman carry the unconscious Kal-El to the top of the Daily Bugle Building and the attention of Reed Richards.

"The poor man!" gasped Sue Storm-Richards, the Invisible Woman, when she saw the blood and the many bruises and burns on Kal-El's body. "Reed, will he be all right?" The scientist looked up from his softly humming scanner in distraction, his blue eyes alight with the zeal of scientific discovery.


His wife's amused, tolerant frown caught his attention, then. He checked his data readout once .

"Why, I have no idea, Sue darling. He seems to have no serious injuries that I can detect. But he's definitely not human and that's a factor I'm finding difficult to compensate for. Normal for him is an quantity. Amazing!" He tapped his small instrument insistently. "Oh, now that can't be right!" he exclaimed.

"Was that an energy spike?" asked Steel, politely, restraining the urge to rubberneck over his fellow scientist's shoulder.

"A huge one," agreed Richards. He shook his head in disbelief. "Gentleman," he said with a trace of awe, "according to my instruments we are looking at the Earth's most efficient solar energy converter. Every single cell in his body is a tiny solar energy battery and storage unit. The power readings go right off my scale." Richards looked about but Magneto and his X-Men, brave but prudent, were long gone." No wonder Dazzler's powers worked so well in conjunction with his." Mr. Fantastic mused.

The Batman wasn't the only one to frown at this.

"You know," began The Scarlet Spider, and it was no idle musement, though it worked hard to disguise itself as one, "I hope he's not pissed when he wakes up ... "

Guy Gardner opened his mouth to boast or crack wise, but then, apparently, thought better of it.

"You got that right, Webhead," breathed the Flash.

Kal-El groaned and Wonder Woman made the decision for them all. Kneeling, the Amazon Ambassador to Man's World lay a restraining hand on the young alien's chest and gently eased him back down to the rooftop's hard, battle-littered surface. He closed his eyes and seemed to breath easier after a moment.

"Easy, my friend," urged Diana, "easy. You've had quite a jolt."

"Ga - Galactus?"

"Defeated," the heroine assured him. "Thanks, in no small part, to you." Several minutes passed before he could sit up unassisted. He did not refuse the dark guantleted hand that helped him to his feet.

"I think you need to see this," said The Batman. "I found it on Galactus' ship."

The voice lacked it's usual crisp, coolness. For a moment Kal-El was almost certain he heard hesitation there in those deep tones. Slowly, the dark guantleted hands probed one of the pockets of his ubiquitous utility belt. When his quick fingers withdrew themselves they grasped a small ... something .. that glowed and pulsed a fiery red in his gloved palm.

Even Kal-El's eyes had difficulty gazing upon it; trying to focus his eyes on it was impossible and made his head throb dully in time with its rhythmic pulses. It was always so with Galactus memory spheres, he knew, since they did not exist solely in this dimension alone. He did not presume to understand their construction.

Reaching out, The Batman placed the small sphere in Kal-El's naked palm and closed the other man's hand firmly over it. It dissolved, sinking noiselessly into his hand like a ghost and Kal-El shivered with the familiar chill. Memories that were not his own exploded in his mind. Senses reeling, he gasped.

The laboratory was no longer tidy and pristine. The stink of desperation and the sharp tang of ozone filled the air with their unmistakable stench. The ground shook itself, spasming like a dying beast. A small white pup whined and then howled, seeking shelter in the shadow of it's Master's feet.

"Stop it!" shouted the strident voice of his father, Jor-El. "Stop it! You weren't supposed to take so much energy! Only enough to stop the approaching cataclysm! That was your oath to me when I agreed to this. Instead you've hastened it and begun a chain reaction in Krypton's core ... Great Rao, the planet's breaking up ... "

"I hunger Jor-El of Krypton," returned the voice of Galactus, "I hunger!"

"Jor! What's happening? You've been locked up in this laboratory for weeks. I - "

His wife's voice caught his attention with its near panic. When she caught sight of the imposing figure of Galactus joined to The Machine steadily feeding him the energy of the dying planet, she clutched the sleeping child she held protectively closer to the warmth of her body, vainly attempting to shelter her infant son.

Jor-El turned haunted eyes away from the damning evidence of his sensors, resting them on his wife. "Lara ..." he choked, "you have to understand ... the Science Council ... they wouldn't listen ... called me a fool ... an alarmist ... forbade me to act. Krypton was doomed. I - I had to do something. Rao forgive me, I thought ... "

Hands flying over the heat and motion sensitive nodes of his control panel, the frantic Kryptonian scientist began shutting down the power fueling his laboratory, itself a gift of Krypton's endless supply of geothermal energy. Disconnecting himself from The Machine, Galactus removed the energy siphons from his body.

"You've killed us all!" cried the despondent Jor-El. "How could I have been such a fool? I trusted you and you betrayed me." The ground shook itself yet again, like a tormented animal in it's death throes. From the window, it was possible to glimpse the sight of the toppling of tall towers, hear the screams of the dying as the planet beneath them writhed in agony.

"I am Galactus," responded the Devourer of Worlds. "I am what I am. Worlds perish and die, but Galactus must live. The death of your world is unintentional. I would undo it if I could. But that is beyond the power of even such as Galactus."

A great calm seemed to overcome the doomed scientist, then. Standing still and steady he regarded Galactus and closed his eyes in thought.

"We are what we are," he said in a quiet voice. "All of us. I, no less than you. It was in my nature to trust you. It was in your nature to lose control of yourself. Hunger must be a great burden. And the instinct to survive is strong in all things." He glanced down at his surging instruments, reading once more the story of destruction they told. "You should leave if you wish to live. You'd better hurry. There isn't much time."

"Galactus is beyond mortal consideration of good and evil, Jor-El of Krypton, yet your concern for my safety is puzzling, under the circumstances. Explain." Taking his wife's hand, Jor-El faced Galactus.

"There is no need for all of us to perish. You have a right to save yourself if you can. But do not delay. Time is running out." Galactus paused, his vast purple eyes grew distant and dreamlike and the scientist in Jor-El, ever curious, wondered, perhaps for the last time, what the great alien could be thinking.

"No," agreed Galactus. "There is no need for all to die in the coming destruction. It lies within my power to save you and your family, if you wish. Decide quickly, Jor-El of Krypton. Time is short, indeed."

For an instant Jor-El's face brightened with the rebirth of hope. To live ... to survive .. to explore, uninhibited by foolish tradition and elderly technocrats, this most marvelous of Rao's creations the Universe ... The thought was almost dizzying and his body shook, momentarily, with the desire .. the *need* ... for it, like an ache in his bones.

But the dream was swift to fade under the crushing onslaught of his guilt.

"No," he said finally, and the regret that dwelt in his voice was only an undertone, a trace of poignancy. "I cannot leave. I will see this thing through to it's end. I am it's author, am I not? That is only fitting." He squeezed his wife's hand, still held in his own and spoke again to Galactus.

"But my wife and child ... you must save them. Please. Like the rest of my people, they are innocent. They played no part in this." His eyes pleaded with Galactus.

"Please," he said again.

"It shall be done," promised the last survivor of the Universe that preceded the creation of this one with The Big Bang. Perhaps he remembered the garden planet of Taa and his life there as an ordinary, mortal creature; a scientist like the man standing before him. None could say. Not even Kal-El's glimpse into the mind of his Master could tell him that. At Jor-El's side Lara stirred.

"I won't leave my husband," she said simply. "I'm not entirely sure what's happening here, but I know this: my place is here with you." She looked into Jor-El's eyes and smiled. "Whatever comes, we'll face it together."

"Lara, *please* ... " The dark haired, strong willed woman, shook her head.

"We haven't time to argue, Jor." Tenderly, Jor-El brushed aside one dark curl spilling over her forehead in disarray.

"Rao preserve me from willful women," he whispered and kissed her palm. With a last gentle smile for her husband, Lara turned to the waiting Galactus.

"But the child, our son Kal-El," she said firmly "You must save him."

Weeping quietly, Kal-El watched the rest of the tragedy play itself out in the memory crystal gleaned from the mind of Galactus. This time, Galactus, and thus Kal-El's, last view of Kal-El's parents before the destruction engulfed them, was the familiar sight of Jor-El embracing his wife; but, now, he did not miss the joy and peace lighting their faces as they watched their son taken to safety in the hands of Galactus.

"Uh guys?" came the tired, reluctant voice of The Scarlet Spider, "I'm sorry to interrupt, but something weird is happening with The Big G-Word over here. Professor Richards? You'd better come and see this."

End Part Three
Part 4