This is who she is now.
No one in the history
of Krypton
has ever been able to withstand
Somatic Reconditioning.
Are you back inside my mind?
Very little of me remains
within you, but enough...
When did you
get good at this?
To save you.
I need you to find the Codex
and then bring it to me.
You know my terms.
Complete surrender.
That's it?
That's your offer?
General Zod,
you have one hour to begin
withdrawing from Wegthor.
If you refuse, Lyta dies.
If you go through with this,
you do it alone.
I was afraid you'd say that.
What are you doing?
Whatever it takes.
I'm picking up
lots of warm bodies
behind there.
Zod claimed he
was retreating, but instead,
he amassed his forces
underground,
waiting to ambush us the moment
we returned Lyta-Zod.
You have betrayed us...
No.
And for that,
you must be punished.
Jax, don't do it!
Apologies, General,
but I have urgent news.
Scouts in the Outlands have
pinpointed Doomsday's location.
Headed toward
an ice cave system,
south of Kandor.
Have we regained control
of our public broadcast
systems?
I believe the rebels still
have control of it, sir.
You mean to tell me that
all those people down there
are still watching replays
of my mother's execution?
I, um, don't know, sir.
It's possible, sir.
I--really, I don't know.
Then perhaps
you should find out.
I know that what I did
was unexpected,
but believe me,
it was for the best.
We have the advantage now.
General Zod has relocated
all Sagitari units
to the mines,
so for now, they are cut off
from all supplies,
with no hope of reinforcements.
Now,
we can make that permanent,
once we take control
of the Space Elevator.
Araame,
put a strike team together
to round up
the Sagitari in the mines.
Then we need to do recon
on the base station,
see if there are
any Sagitari there.
Stop!
Do you realize
what you've just done?
I did what I had to do.
He gave me no choice.
We've been negotiating
an end to the war.
You've cost us
any chance of peace.
Zod failed to uphold
his side of the bargain
by not removing
the Sagitari as agreed.
This was never a negotiation.
This was another one
of Zod's traps,
which we evaded
because of my decision.
But that act of barbarism--
it goes against everything
we stand for.
And you had it broadcast live
to all of Krypton.
Because of what I did,
the people saw not only
his duplicity,
but his weakness.
They saw someone who couldn't
and wouldn't
save his own mother,
while in us
they saw determination.
Hmm?
An unwavering
commitment to the cause,
because this is war.
Do you want to win or not?
Of course,
but this is not the way,
Even if I could
put the moral issues aside...
you made
a grave tactical error.
We're not terrorists.
We're freedom fighters!
Oh, people don't give a shit
what we call ourselves,
and whatever they think now,
they will thank us later
when we win.
We won't win
without the people!
We need them!
We need them for shelter,
supplies, financing,
intelligence, recruits.
We are meant to be offering
them social reform,
freedom from repression, hope.
Hope.
Yeah, that's right.
Yeah.
What you showed them
was another tyrant
as morally corrupt as the one
she is seeking to replace,
and someone I am no longer
willing to support.
So if this is your rebellion...
I want no further part in it.
All of you are here
because you chose to stand
against this kind
of brutal tyranny.
That's right.
You now have
another choice to make.
I'm with Val.
I'm with Val!
Yes?
I've done what you asked.
Codex?
On its way to Kandor
with me.
Did you hear me?
I'm coming to get my son back.
The Codex in exchange for Cor.
That was the deal.
It was, but circumstances
have changed.
You give me back my son,
or I'll destroy the Codex,
right now.
You would doom
our entire species...
to extinction?
I will do whatever it takes
to protect my family.
Bring me the device.
I will honor the deal.
You have my word.
Your word?
Forgive me if I'm--
Rest up for now.
I'll keep listening in
to the Sagitari comm signals
to figure out
the best way off Kandor.
And then what?
I guess we head back
to the outpost.
Figure it out from there.
What about you?
You gonna come with us?
You were up there
for a while, right?
On Wegthor.
Tell me how something
like this can happen.
Why don't you ask
your grandfather?
My grandfather
would have tried
everything he could
to stop it.
It wasn't enough, was it?
All I can tell you is Lyta
wouldn't want
the three of us
arguing about this.
You're wrong.
None of us would know
what Lyta wants.
'Cause Zod reconditioned her,
changed who she was,
her beliefs.
her memories.
Everything.
That can't be true.
He wouldn't do that to her.
I saw it!
Look at me!
I saw it!
I was there!
I saw the Somatic
Reconditioning center.
I saw exactly
what they did to her!
And I think I know
exactly when it happened.
I just didn't realize it
at the time.
I should have known.
I failed her.
Dev.
Talk to us.
What did you see?
When you were away...
everyone thought you were dead.
It's what General Zod
told everyone.
Lyta was devastated,
of course,
and I was there for her.
To support her.
But over time we grew closer,
closer than
we've ever been before,
but then Lyta changed.
I just put it down
to Zod's influence.
He was growing stronger
politically
and gaining power by the day.
I remember the first moment
I knew
Lyta was in love with you.
I thought it would pass.
What hope could there be
for a disgraced Rankless
and the daughter of the Primus?
But it didn't pass.
Not until you were gone.
Dev.
So when I saw
that same blind devotion...
for Dru-Zod this time...
I gave up on her.
I should have known.
I should have done something.
Instead, I...
Instead, I gave up on her.
I mourned the old Lyta
even before she died.
So much grief
over a single life.
You're expending
an inordinate amount of emotion
over a solitary being,
considering death is inevitable
for all your species.
A compromised capacity
for rational thinking
is the direct corollary
of this indulgence.
You can't possibly want
to feel this way.
No.
You must learn
to divest yourself
of such emotion if you--
Stop!
Stop blaming yourself.
Lyta's death,
her reconditioning.
None of that is your fault.
We need to move on.
Need to push forward.
Dev.
What is it?
I'm hearing comm chatter.
Nyssa-Vex.
She's en route from Wegthor,
arriving on planet imminently.
General Zod sent
a Sagitari squad
to the Base Station
to retrieve
an important package from her.
And Nyssa?
What about Nyssa?
She's been deemed
"Surplus to Requirements."
Put them in a secure cell.
You think that he saw?
Seg?
I think
the whole of Krypton saw.
Of one thing I'm certain
going forward.
There will be no secrets.
I promise.
I'm not going to pretend to be
the same kind of leader
that Jax was.
The truth is,
she's irreplaceable.
I don't have her tactical mind,
I don't have her experience...
but I have a belief that what
we are doing
is right and just,
and because of that,
I know that we can win this.
We have to.
Yes!
Dru, I am truly so very sorry
for what happened to Lyta.
Deliver Jax-Ur
to me immediately,
or everyone on that moon--
civilian, rebel,
or otherwise--will die.
You can't be serious.
There are countless
innocent civilians on Wegthor.
By executing Lyta,
you silenced the only voice
that can stay my hand.
You and I disagree
on a great many things,
but I know you believe
what you're doing
is for the good
of our people.
I respect the value you place
on Kryptonian life.
I do not require
your respect, Val-El,
just your obedience.
Jax-Ur has been removed
from her position of leadership
and is now in custody.
She will answer
for what she has done.
Perhaps you doubt
that I possess
the capability for such
large scale destruction.
That would be
an unwise assumption.
No.
I don't doubt it.
Good.
I expect confirmation
that Jax-Ur
is on her way to Kandor
within the hour.
Just so we're
absolutely clear,
you definitely have it
on you, yes?
Just saying, you could make
things a whole lot easier--
Nobody touches the Codex
till I see my son.
I'd hate to get you in front
of the general only to discover
that you hadn't been honest
with us, that's all.
That would not be good,
would it, Sagitari?
Sir, not good at all.
Mm-hmm.
Uh-uh-uh-uh.
This way.
Well, come on, then.
I thought you were in a hurry.
Sagitari.
Assuming she really does
have it,
where do you suppose
she has it tucked away
right now?
Hmm?
Inside jacket pocket, maybe?
Yes, sir, I think that's
a very likely place for it.
Mm-hmm.
Ooh.
Ahh!
I suppose you were half right
about the inside jacket pocket.
Stop!
Shit!
Whoa, whoa, whoa, easy.
It's me.
Yeah.
I can't believe it.
I don't understand.
What are you doing here?
Lyta's death did precisely
what Jax expected:
provoked an emotional response
from Zod.
But instead of...
being careless
and acting mistakenly,
it stoked his desire
for revenge.
So we've been given
two options:
turn Jax over or deny Zod,
and have him ravage everything
and everyone on Wegthor.
Then please, just...
Just turn her over.
And stop the killing.
Look, I have seen
more than I care to.
I've done more than I care to,
and it has to stop.
Do you really think that Zod
is just gonna stop the killing
once he gets Jax?
I don't know.
Okay, listen.
I know this asshole.
He is not gonna stop
until he kills
every last one of us,
one way or another.
Of that, there is no doubt,
which is why I feel
we have no choice
but to turn Jax-Ur over to Zod.
Mm-hmm.
We need to buy ourselves
some time,
stop him
from retaliating immediately.
You're making
the right decision.
We don't want to stick
around here too long.
The Sagitari failed to deliver
their package.
Zod's gonna send more.
Their package?
They were never gonna take me
to Zod, were they?
What do you have
that he wants so badly?
Nyssa?
Nyssa.
What is it?
I agreed to trade the Codex
to Zod in exchange for Cor.
That was the deal.
Before you say anything,
let me explain.
Val put a failsafe
in the Codex.
If anyone tries
to weaponize it,
the Codex
will automatically shut down.
Your grandfather knew
why I needed it.
He did it to help us
so our son could be safe.
Dru would never
have let you go,
and once he'd found out
you'd corrupted the Codex,
he would have killed you
without hesitation.
I'm sure you're right.
But that's not
going to stop me,
because if there is even
the slightest chance
that it could work,
I have to try...
for Cor,
like you would have for Lyta.
Then we have to find
some other way
to get your son back.
We can't let you walk
into House Zod alone.
That is exactly
what we're going to do.
Dev's right.
Dru will quickly find out
the Sagitari
sent to collect you are dead.
He'll be thinking
you're on the run.
The last thing
they'll be expecting
is for you to turn up there.
Because it would be
suicide, Seg.
You're not
thinking clearly.
Do not patronize me.
I just watched the woman I love
die in front of my eyes,
like I watched my parents die,
and there was nothing
I could do to save them,
but I promise you,
there is nothing I would not do
to keep my son safe.
Do you trust me?
Of course I do.
Then trust that I refuse
to let any more harm
come to the people I love.
I know.
We should get moving.
We'll go over the details
on the way.
General,
we weren't expecting you.
I need a progress report
on this weapon.
Of course.
Our team has made
significant strides
since we last spoke,
and the results are promising,
if not yet conclusive.
Am I to be encouraged
by that non-answer?
Apologies, General.
Let me be more specific.
The hardware components
are complete,
fitted with both long-
and short-range firing options.
The warhead housing the payload
is a high-density projectile,
with Stellarium-powered
delivery system,
allowing
for unprecedented impact depth.
Simply put, General,
this weapon could pierce
an underground bunker
cased entirely
in high-grade Promethium--
theoretically.
We'll know soon enough.
The Codex is on its way.
You will have it imminently.
The Codex
will finally allow us
to put this theory
into practice.
Good.
I need this weapon
fully operational
within an hour of its arrival.
An hour?
I trust
that won't be a problem?
No, General,
that won't be a problem at all.
I hadn't thought myself
capable of being surprised,
let alone betrayed.
Twice.
Val-El takes advantage
of your history together.
He still treats you
like a pupil.
Now the bastard's taken
your bionic eye.
Val-El is the most brilliant
man I've ever known.
He just didn't live
under the oppression
of the Voice of Rao,
or Daron-Vex...
like you and I did.
I didn't start Black Zero
because I wanted to.
I did it because I had to,
and I see the Resistance
and everything I've done
in its name
in exactly the same way.
I do what needs
to be done,
however ugly,
not because I enjoy it,
because no one else will.
If that means people see me
as a monster, then so be it.
It never stopped me before,
and it won't stop me now.
Me neither.
But by killing Lyta...
Haven't we backed ourselves
into a corner?
I've got myself
out of corners before.
Well, don't just stand there.
Keep an eye out.
Mine's busy.
A former lawmaker
killed two highly skilled,
expertly trained Sagitari?
Nyssa-Vex is to be presented
here to me--
That won't be necessary.
Leave.
Now.
Where's my son?
Safe.
You may see him yourself...
once you hand over the Codex.
Cor first.
You think
you're in a position
to issue demands here?
Yes, I do.
The Codex has been locked
and programmed
to respond
to my voice only.
Any other attempt
to operate the Codex
will cause instant destruction.
You...
continue to surprise.
Because you continue
to underestimate.
Indeed.
By returning here
with the Codex,
you have completed
a difficult assignment,
despite significant odds,
and in doing so you have done
something very few have done.
You've impressed me.
I'm not proud
of what I've done,
but I did what I had to.
Precisely.
Which is why I have
a proposal for you.
Work with me, Nyssa.
The rebellion is on its knees.
It will soon come to an end--
even sooner with your help--
and in the aftermath,
there would be
many great opportunities
for someone
with your capabilities.
Governor of one of Krypton's
colonies, perhaps.
Krypton has no colonies.
Not yet, but as we both know,
that is just a matter of time.
Cor.
I've been patient enough.
Unlock the Codex.
Remove your hand.
You don't want that lock
detecting stress
in my vocal patterns, do you?
And your guards.
I find their presence
stressful, too.
Access authorization code.
Erkol, Urrikka,
Xan, Zenium.
I will need to verify this
for authenticity,
but it appears...
you have impressed me again.
Once that's been verified,
how can I really trust
that you'll allow me to leave?
If we are to work together,
as I propose,
you must learn to trust me.
A leap of faith?
Yes, I suppose.
I figured as much.
Guards!
Give me that.
Looks like Jax turned
her sub-dermal comm device
into some kind of weapon.
Yeah, I got that.
I meant
"where do you think she went?"
Sorry, Val.
More bad news.
There's a whole bunch
of gravity bombs missing
from the munitions depot.
She probably rigged them
to cover her escape,
and laid a minefield
for anyone trying to follow.
No, she has something else
in mind,
and I know exactly
where she's headed.
Get your weapons.
I mean,
what's a day on the moon
without being shot at?
Oh...
No Sagitari skimmers
on the radar, yet.
We might be deep enough
in the Outlands by now
to have lost them.
Your assessment
is correct, Seg-El.
However, I'm afraid pursuit
is not the concern
that requires
your immediate focus.
Something's wrong.
What do you mean?
I don't know how much--
Zod's plasma blast damaged
the operating system
of this vessel.
It will lose power
in precisely 17 seconds,
resulting in a fatal crash.
Seg, what's happening?
A blaster fried the system.
What?
There's nothing I can do.
Well, of course there is.
With my assistance.
Seg!
Hold Cor tight
and brace yourself.
What?
Nyssa, please!
Do it now!
We need
to manually redirect power
from the
emergency life support systems.
Like so.
It's okay.
I thought we were--
Everything's okay now.
I swear.
One hour.
You made it.
Barely, but we're here.
Let's get you all inside
and warmed up.
Since I've been back,
I've spent a little bit of time
with Jax and... well,
I'm just gonna say it:
she likes me.
Like, really likes me.
So I think I could probably
talk her around.
I'm sure she does not
really like you.
I'm afraid the Jax-Ur
that could be reasoned with
just doesn't exist anymore.
Oh, Shh-shh!
No!
Val?
I didn't want it
to come to this.
Neither did I.
I've tried so hard to keep you
from making the tough choices.
I never wanted you
to have blood on your hands.
Then please.
Zod has given us
an ultimatum.
He demands we hand you over,
or everyone on the moon dies.
You wanted to provoke him.
You've achieved your goal.
Of course.
Because
your unyielding morality means
you've never had to make
any of the tough choices.
It's always been on me,
even though
you've benefitted from them.
No more.
Activate this,
and the gravity bombs
we've laid will destroy
the Space Elevator
Base Station,
cutting off Zod's forces
from fresh supplies
and reinforcements.
No, no, no, no.
You said that we were going
to take control
of the Space Elevator,
not destroy it!
Control it for how long?
Have you found
those missing Sagitari yet?
Hmm?
How long before they try
to regain control of it?
We don't have the numbers
to defend our base
and hold the Base Station.
Val, please.
Hundreds of innocent civilians
that work that station--
that don't believe
in Zod's war--they will die.
Please!
So what's it going to be,
my friend?
Are you prepared to sacrifice
the lives of a few
to save the entire planet?
You know that Lyta and I...
we never really saw eye to eye.
But I respected
your daughter,
and if I had any idea
that Jax was planning on doing
what she did...
I would have found
a way to stop it.
I swear.
You feel guilty.
We all do.
Maybe we all failed Lyta.
Or...
maybe she could never
have been saved.
We'll never know,
but we can
make her death count.
We have to.
If Val hasn't already, then
we can bring Jax to justice.
She will answer
for Lyta's death.
But right now, we need to focus
on stopping Dru-Zod.
We cannot let him
spread more misery
and destruction
across the universe.
I say tonight
we rest, for tomorrow...
we make Dru-Zod pay.
And what about...
the next day?
And the day after that?
Whatever we do...
won't bring Lyta back.
I trust this call means
Jax-Ur is on her way.
Because of
your sound judgment,
I will show mercy.
Of course,
I cannot allow your comrades
to escape punishment,
but you, Val-El, will have
the honor of returning
to the Science Guild
and working for me.
There is nothing
more dangerous
than a delusional dictator,
and you must be living
inside a fantasy
if you believe
I will ever support
your foul vision.
Choose your next words
carefully, old man.
There are no more words.
What is that?
What now?
We wouldn't be here today
if it wasn't for you.
All of Krypton owes you
a debt of gratitude,
but you can't be a part
of this rebellion,
not anymore.
So go, Jax.
Disappear,
and perhaps you may just
find yourself again one day.
Tell me it's ready.
We can really only
regard this as a prototype.
Just give it to me.
Hmm...
General, there's something
you need to know.
The Codex was corrupted.
Some kind of failsafe
was installed to protect it
from being weaponized
in the most, shall we say,
obvious or expected manner.
Mm.
Val-El, no doubt.
How does that impact
our intended use?
We believe we managed
to retrieve
the genetic information
we needed,
but there's no way
to be certain without tests.
Then I will test it
in the field.
Where do we go
from here, Dev?
I don't know.
But wherever we go,
we go together.
Tears.
I'd say of frustration,
not sadness.
Fear of the fight
that lies ahead.
Very rational, actually.
It demonstrates
a marked improvement
in your capacity
for critical thinking.
Perhaps aware now
that you cannot defeat
your son,
the finest military mind
Krypton has ever known.
You're wrong.
We will defeat him.
We have to.
You will not.
And though you attempt
to suppress this knowledge,
you increasingly understand
this to be the truth.
Yes.
Unless...
Unless you help me?
Precisely.
Take me to my ship,
my quantum consciousness,
and I will imbue you
with the power
to defeat General Zod.
And then what?
You just leave Krypton
for good, Brainiac?
It's lies.
It's all lies.
You're trying to manipulate me.
I give you my word.
We need to leave.
Now.
What about Jayna and Dev?
It's best they don't know.
What's going on with you?
It has to do with what happened
in the skimmer.
The reason I was able to solve
that problem...
It's because of Brainiac.
He's alive...
in me.
I can't tell you
more than that right now,
but I need you
to help me end this.
You're the only one
that I can trust.
I meant what I said.
I will never, ever let
anything happen to you or Cor.