It occurred mainly between Kal-El and General Zod (very early in the confrontation), but later was mainly against Sub-Commander Faora-Ul and Nam-Ek. The United States Air Force got involved to deal with the superpowered Kryptonian threats who laid waste to some of the buildings in downtown Smallville, Kansas.
After many casualties and much destruction to Main Street, the Kryptonians retreated and Kal-El and the Air Force emerged victorious. Colonel Hardy acknowledged Kal-El was not a threat, to which Kal-El thanked him before departing. Thankful to have the alien for an ally, and in awe of the incredible power he displayed, the USAF gave Kal-El the nickname "Superman."
Believing the codex to be within the starship that brought Kal-El to Earth, General Zod, his sub-commander, Faora, and Nam-Ek arrived at the Kent Farm to interrogate Martha Kent on the starship's location.
Upon finding the starship empty, General Zod angrily attempted to interrogate Martha further, but right at that moment, Kal-El himself arrived and violently tackled Zod away from his adopted mother. He proceeded to angrily beat Zod as he continued pushing him away at incredible speeds, until both of them smashed through a gas station, which led to both of them getting momentarily incapacitated. As General Zod rose back to his feet, he noticed that his Kryptonian breather was broken, which led to his extremely enhanced senses (now no longed filtered by the breather) overloading his brain, which, in turn, almost completely incapacitated Zod, while Kal-El gloated over him. General Zod was, however, saved by Tor-An, who momentarily knocked down Kal-El with a plasma beam from his dropship and carried his weakened leader over to the ship.
Kal-El's showdown was far from over, however, as both Faora and Nam-Ek had followed him and General Zod to Smallville, and now threateningly marched towards him with their fists clenched. Kal-El, despite knowing himself to be outmatched both in numbers and skill, refused to back down, and instead clenched his own fists and walked towards the duo, warning civilians to hide inside from the imminent danger.
Air Force attack
- "All clear, this is Guardian. I am airborne mission commander. I have previously encountered and observed the beings we are about to engage in close proximity. They are extremely dangerous and we have been authorized to use deadly force."
- ―Colonel Hardy[src]
As the three mighty aliens were about to start their battle, Colonel Hardy led an attack against them with his USAF squadron, letting them know in advance that the usage of deadly force against the aliens was allowed.
The planes' high-caliber bullets, Maverick missiles, and anti-tank depleted uranium rounds only temporarily knocked down Faora and Nam-Ek (as Kal-El had flown out of the way), which enraged them, leading the superpowered, evil duo to attack and slaughter the pilots. Just as Faora leaped to finish off another plane, however, Kal-El tackled her away, making them crash down in an IHOP store (where Pete Ross worked).
Superman's first battle
- "You're weak, son of El, unsure of yourself. The fact that you possess a sense of morality and we do not gives us an evolutionary advantage!"
- ―Faora to Kal-El[src]
Faora almost instantly rose to her feet and knocked Kal-El down with a mighty punch. He charged in to battle her, attempting to pummel Faora with equally mighty blows, but her superior combat skill allowed her to dodge, counter, and block every single one of them with ease, knocking the inexperienced Kal-El down again. Faora then proceeded to grasp him tight around the throat and mock his lack of skill, claiming that her "evolutionary" advantage over the natural born Kryptonian, Kal-El, lay in her lacking a sense of morality. Faora then hurled her opponent all the way across Smallville into a bank vault, leaving Kal-El to pant in pain, and told him that history has proven that evolution always wins.
Despite being outmatched, Kal-El refused to back down and used his main advantage, flight, to tackle Faora out into the street. Just as he was about to break through her Kryptonian breather with a mighty blow, however, Nam-Ek joined the fight, tackling Kal-El away from Faora, pummeling him into submission, with Faora rising up and joining the beat down. Kal-El defiantly rose, grabbed Faora and attempted to fly up again, but Nam-Ek leapt, grabbed a hold of him, and forced Kal-El back down again. As Faora and Nam-Ek finally seemed to have Kal-El pinned down and nearly defeated, he countered one of Nam-Ek's punches just in time, and violently attacked them with his heat vision, forcing Faora to loosen her hold on him.
With the US Air Force continuing to engage all three Kryptonians, the battle became chaotic. Nam-Ek engaged the USAF and promptly caused Colonel Hardy's helicopter to crash. As a member of the USAF fell, Kal-El flew in to rescue him just in the nick of time, only to be brutally punched by Nam-Ek right afterwards.
As Kal-El and Nam-Ek resumed their battle, Faora watched Hardy's helicopter crash and then she proceeded to brutally dispatch of the USAF members standing in her way with casual ease, utilizing her incredible strength and speed. As she approached, a desperate Hardy unloaded all remaining bullets in his gun on her, but in vain, as the invulnerable alien woman continued her approach unfazed. Refusing to go down easily, Hardy pulled out his combat knife. Amused as the human's defiance, Faora claimed that, "A good death is its own reward," and drew a combat knife of her own before charging at Hardy.
Meanwhile Kal-El and Nam-Ek were trading blows of incredible might, while both were under fire from the surrounding US military forces. Kal-El promptly put an end to the standoff by grabbing Nam-Ek, flying high into the air, and smashing his opponent with a tremendously mighty punch, which sent Nam-Ek flying several blocks away, causing a train to explode on impact and temporarily knocking Nam-Ek unconscious.
Kal-El then intervened just in time to save Colonel Hardy from Faora's blade, tackling her away from him with all of his might, smashing Faora into the road's pavement. This finally broke through Faora's Kryptonian breather, which led to her extremely enhanced senses (now no longer filtered by the breather) overloading her brain, which, in turn, almost completely incapacitated Faora, as it had earlier with General Zod. Despite her pain, the weakened Faora let Kal-El know that he'd be unable to win, vowing that for every human he saves from them, she will see that a million more are killed.
At that moment, Nam-Ek recovered and hurled a locomotive at Kal-El, sending him crashing into a building and momentarily knocking him unconscious. At that point, USAF planes fired a missile at Faora, and due to her overwhelming senses weakening her, Faora was knocked unconscious by the explosive impact. Tor-An's Kryptonian dropship then returned and shot down the two USAF jets with plasma bolts. Nam-Ek lifted Faora and boarded the dropship, which retreated back to the Black Zero.
The surviving USAF members surrounded Kal-El, who had regained consciousness. Grateful for Kal-El's help in battling the Kryptonian invaders and saving human lives (including his own), Colonel Hardy declared that Kal-El was not their enemy. The USAF members then lowered their rifles. Kal-El thanked Hardy and flew off.