DISCLAIMER: Liz, Max, Michael, Maria, Isabel, and Kyle belong to Jason Katmis and UPN. Clark Kent, Green Lantern, and all related characters belong to the WB and DC Comics. Superman was created by Jerry Siegel and Joe Schuster. I don’t own them.

CATEGORY: Max/Liz, and Clark/Chloe.

RATING: PG-13

SPOILERS: Takes place immediately after ‘Ch-ch-changes’.

The first thing Max Evans noticed as he regained consciousness was a bright flash of light. At first, he had forgotten where he was. He simply assumed that he had fallen asleep outside, and it was now dawn.

However, his memories soon returned. K’Var. Tess. J’Onn. Pierce. Tess had tried to mindwarp him, but something had stopped her.

When Max’s eyes finally adjusted to the light, he saw his answer. Liz Parker and Tess Harding stood there, in the cave, facing each other. Both women held their hands in the air, as waves of pure force erupted from them, locked in mortal combat.

He had never even considered how powerful Liz had become. Max simply assumed that she possessed half their powers, since she had been born a normal human. Obviously, he had been mistaken.

It was possible that Liz was stronger that him now.

“Liz!” he hollered over the sound of the energy being thrown back and forth. “She’s too powerful…you can’t…!”

Before he could finish, an energy backlash traveled towards him. Max almost didn’t make his force shield materialize in time.

That settled it…he was helpless.

*****

As Clark sprang forward, the ground itself began to shake. He saw K’Var raise his hand…the free one, that wasn’t holding onto Chloe…and caused the earth to shift.

The Earth rose up, creating a large circular barrier between the three of them and the rest of the onlookers. They could still see what was happening, but the jagged rocks on top of the barrier prevented them from climbing over.

Clark gasped in surprise. Was there any limits to what these people could do.

“This is nuts…” one of the FBI agents muttered, raising his gun eye-level. “We’d better shut baldy up before he…”

However, his commander quickly yanked his arm away.

“Don’t!” he ordered. “You’ll hit the girl! Like it or not, it’s all up to that kid now.”

K’Var laughed.

“You hear that, Kal-El?” he mocked. “It’s all up to you!”

Quickly, he waved his hand again. The ground rose up from beneath Clark’s feet, covering his body in a sandy shell. Eventually, it rose above his neck, covering him head-to-toe in a virtual cocoon.

K’Var smiled, satisfied. He turned towards to FBI agent, with a smirk.

“That was your protector?” he asked.

The second he relaxed his control, the mound of dirt exploded, tossing mud and rock away like shrapnel. In the centre, Clark stared at K’Var in anger.

“My turn!” he spat.

Using his super-speed, Clark picked several of the sharp rocks up off the ground, and launched them directly at K’Var. They didn’t even come close, because his powers caused them to disintegrate.

Of course, that had been what Clark was counting on. He quickly rushed towards K’Var with the intention of pummelling him. He hadn’t counted on the force shield, though, which stopped him in his tracks.

“Look at you!” K’Var sighed. “Brash. Headstrong. Quick to anger. Do you have any idea how ashamed the Kryptonian elders would be of you, Kal-El? You’re everything they despised.”

With that, Clark’s jacket suddenly burst into flames. It didn’t harm him, of course, but his jacket was quickly reduced to ashes that tumbled down his back. A force blast erupted from K’Var’s hand, throwing Clark against the barrier.

*****

Meanwhile, back at the cave, Max could only watch helplessly as Liz and Tess continued to fight.

“Give it up, Parker!” Tess spat. “You’re human! You can’t possibly control this much power for long. You’re not one of us!”

She was wrong, list knew it. At first, her powers had hurt. It felt like she was burning up when she used them. Now, though, it felt almost natural. As if the more she used them, the stronger she became.

Not strong enough, apparently. Tess was too powerful. She needed an edge. Something she could do that Tess couldn’t.

That’s when it hit her.

Without a second thought, Liz dove out of the way. The energy collided with the cavern wall, causing a part of it to cave in.

“Getting tired, are we?” Tess mocked.

Liz backed away, slowly.

“In a way, I’m almost glad,” Tess laughed. “Killing someone who’s helpless is way too easy. It’s more fitting to kill a warrior!”

She reached for Liz, attempting to use her powers to collapse the girl’s heart. However, Liz grabbed her wrist, and swung her against the wall.

“Ow!” she exclaimed. “You little piece of nothing…!”

With that, Tess threw another force blast at her. Liz managed to erect a force shield around her in time.

“Looks like I was wrong!” Tess spat. “You’re not a warrior after all.”

“No, I’m not!” Liz replied, letting the shield down. “I’m a scientist.”

Suddenly, without warning, a circle of flame surrounded the two of them. Off in the corner, Max’s eyes went wide.

How was she doing this.

“We manipulate molecular structures,” Liz reminded her. “That means we have the power to control atoms. You create fire by igniting oxygen atoms. You heal by pushing organic atoms back together, closing the wound. But I’m a scientist, which means I know how they work!”

The ground beneath Tess’s feet suddenly turns to ice. She slips and falls, crashing into the ground.

She gets up, as Liz causes a chuck of rock to fly out from the wall, shattering against the side of Tess’ head.

“Face it, Tess…you’re outclassed!” Liz spat. “Oh, and another thing…I didn’t stop fighting because I was tired. I stopped fighting because I realized we have the same kind of power. That means I can absorb yours.

Tess staggered, as she saw Liz’s eyes start to glow. Quickly, she placed her hand on Tess’ stomach.

“THIS IS FOR MY FRIEND!” she yelled, as a white-hot flash of light went through Tess, exploding out her eyes and mouth.

Tess collapsed on the ground, unconscious. Liz simply stared at her, completely unemotional.

A moment later, she felt a hand rest on her shoulder. She spun around to see Max standing there. Quickly, she hugged him.

“Are you ok?” Liz asked. “Did she hurt you?”

“I’m all right,” he replied. “What did you do?”

“I turned her own power back on herself,” Liz replied, a smile forming on her face. “I connected with her for a split second, and forced her to, in effect, mindwarp herself.”

“Wow!” Max muttered. “Can you teach me how to do that?”

Liz laughed, but then remembered the situation.

“Oh god, Max!” she exclaimed. “The others. They’re still fighting K’Var!”

Max picked the unconscious Tess up off the ground, and swung her over his shoulder. He and Liz then exited the cave, heading back towards where they left the others.

*****

This was getting him nowhere. Whenever Clark even got close to K’Var, he would put up that stupid shield. Worse, he couldn’t really do anything without risking Chloe being hurt.

She was still struggling, but her captor had a grip like iron. K’Var grinned at her, then looked down at Clark. His barrier was still holding, despite how many times Clark had gone crashing into them. No one could get through.

Well, almost no one.

“Even think of destroying that barrier, Mr. Guirin, and I’ll snap the girl’s neck!” he warned.

Michael froze, putting his hand back down by his side. None of skins had even moved since the fight had began, obeying an unspoken order from their leader. Michael had thought he would be able to sneak up on him by silently dissolving the barrier, but that wasn’t going to work now.

“I don’t get it!” he said to Isabel. “Luthor isn’t a hybrid like us…K’Var’s just using his body. How can he possibly be more powerful than us?”

Unknown to Michael, Clark’s hypersensitive ears picked up his question. He was wondering the same thing.

He needed to by himself some time.

“Why?” he asked. “Can you at least tell me why you’re doing this? You’re the ruler of an entire planet. Why is a ‘backwards’ world like Earth even important to you?”

“I don’t like being made a fool, Kal-El!” K’Var replied. “Zan escaped me, so I went after him. This is just personal business between me and him. But you…you I don’t really care about at all. This was never your concern. Why involve yourself?”

“Because it’s the right thing to do,” Clark told him.

His response was laughter.

“Look around you, boy!” he said, still laughing. “These humans are hardly concerned with doing ‘the right thing’. They involve themselves in wars, they poison themselves. They’re destroying their own planet.”

“That doesn’t mean they’re not good people,” Clark said, rising to his feet. “Believe me, I know more than anyone that the world is wrong. Somebody has to fix it…and just maybe that’s why I’m here. Now, let Chloe go!”

This gave Clark the opportunity he needed. Using his x-ray vision, he peered through K’Var’s jacket. On his belt was some sort of device. It looked kind of like a jewel, shaped like a belt buckle. It was still glowing brightly.

“And what is she to you, hmm?” he asked, looking at Chloe. “A pet? A confidant? A lover? Why do you care about her so much?”

Clark paused, not really knowing how to respond. He didn’t think…he didn’t have to. The words just came to him.

“Because she believes in me!” he whispered. “And I believe in her…in all of them. Every single one of them. And I’m not going to let you hurt any of them…ever again!”

“So be it!” K’Var growled, and launched a final force blast at Clark.

He flew through the air, crashing through the barrier, and at the foot of a large rock formation. K’Var pointed at it, causing the entire thing to collapse on top of the teenager. At least three tons of solid rock buried him underneath.

K’Var then caused the entire thing to set fire.

And then…silence.

“CLARKKKKK!!!!” Chloe screamed. “Get up…please…”

But there was no response.

Just then, Max and Liz arrived with Tess in tow. They stared at the pile of rubble in horror.

“No…” Liz whispered. “We’re too late!”

The FBI agents drew their weapons, but soon saw the skins advancing towards them.

“Just try it, gentlemen!” K’Var spat.

Chloe tried to hold back the tears in her eyes, as K’Var dragged her close to the pile of rocks.

“See what happens to would-be heroes?” he asked. “Funny…I never made a species extinct before.”

He turned around, walking the other way, and began to laugh.

That’s when he heard it. The shifting of rocks. He spun around in surprise.

“No…” he whispered.

He waited for a hand to burst through the rocks, but it never happened. Instead, the pile just lifted into the air. Three tons of solid rock was being lifted, with hardly any effort, up by a pair of strong muscled arms.

“It’s…not…POSSIBLE!!!” K’Var screamed, both in anger and in terror.

Clark Kent simply smiled.

“I think I know the reason I’m here now, K’Var!” he announced. “It’s to stop people like you!”

In one Herculean effort, Clark launched the rocks directly at K’Var. They scattered into a barrage, like a few dozen missiles aimed directly at him.

The second they left his arms, Clark ran towards him. Moving so quickly that he actually outraced the rocks. K’Var was so preoccupied that he didn’t even notice Clark snatch Chloe out of his arms, bringing her to safety.

Instead, he used a force blast to cause the boulders to explode. They did, but the cloud of dust it created momentarily blinded him.

“AGH!” he screamed. “You miserable…”

Clark smiled at Chloe.

“Are you ok?” he asked her. “Don’t worry…you’re safe now.”

Chloe hugged him with all her strength.

“You’re…you…” she tried to say, still frightened by her ordeal.

Clark didn’t know what to expect. She had just seen him do something that should be impossible. He had more power than any one person had the right to. The powers of a god. What would she think of him now?

“I thought…I thought I’d never get the chance to tell you…” she said through the tears.

“Tell me what?” Clark asked.

She smiled.

“That I love you, too…”

Clark’s mouth hung open in surprise.

However, while this was going on, no one noticed K’Var regaining his sight. He scrambled towards one of the FBI’s trucks. Using his powers, he started the engine.

“Distract them!” he ordered the skins, and they opened fire.

The bullets never reached their targets, however, because a ten-foot thick chunk of green foam rubber materialized in front of it.

“Did I miss anything!” Kyle asked, as he floated downwards, using his ring to catch the skins in a giant fishbowl.

“A fishbowl?” Maria asked, perplexed.

“Eh…” Kyle shrugged. “Why not?”

In the distance, K’Var’s started to make his getaway. J’Onn was the first to notice, pointing towards the escaping truck.

“K’Var’s getting away!” he warned them.

Letting go of Chloe, Clark stepped forward.

“Not from me he isn’t!” he announced, and took off running.

Past the skins, past the FBI, until he was racing across the desert. Then, with one solid push of his mighty legs, launched himself into the air.

“You gotta be kidding me!” the leader of the FBI squad gasped. “We’ve gotta make this guy an agent!”

Clark’s leap carried him at least a half-mile away, until he landed only a few feet in front of the escaping truck. He put his hand out, ‘catching’ the front bumper as it crashed into him.

Then he raised both arms into the air, slamming them into the hood. The impact crushed the front engine, stopping the vehicle in its tracks.

“End of the line!” he yelled. “You’re not going anywhere this time!”

His response was yet another force blast, but this time he was ready.

*****

“Come on, we’re missing the fight!” Kyle told the group, as he finished the last of the more permanent restraints he had created for the skins.

“Just who are you anyway?” one of the FBI agents asked.

“Green Lantern,” he introduced himself. “Wanna make something of it?”

Without another word, Kyle used his ring to create a hovercraft right in front of them. It was big enough to fit everyone.

“This’ll actually work?” Michael asked.

“If I think it will, then it will,” Kyle replied.

“Max, Liz, Michael, Isabel, Maria, Chloe, and the FBI agents got in, while Kyle and J’Onn flew overhead. Kyle made a flying globe materialize around the skins, Tess, and Pierce, which pulled them along behind them.

They arrived just in time to see K’Var shoot at Clark with a force blast. Clark simply stood his ground, catching the blast with the palm of his hand.

“Shouldn’t we help him?” Kyle inquired.

“No,” J’Onn answered, shaking his head. “This is his fight.”

Clark stepped forward, advancing towards K’Var. With each step, he forced the force beam back.

“You have to get your energy from somewhere, right?” Clark asked through gritted teeth. “Sooner or later, you need to rest. To recharge. I get my power from the sun, and here in the desert is where it’s at its most powerful. An unlimited supply of power that keeps replenishing me, while you get weaker and weaker…”

“NO!” he screamed. “I won’t be defeated by the likes of you!”

He shot fire towards him, but Clark simply used his powerful lungs to blow it back. It generated intense cold, which not only stopped the flame, but froze the tips on K’Var’s fingers.

“Now, let’s see how you like some fire!” Clark said.

His eyes grew a slight shade of red. Then, almost instantly, waves of intense heat set K’Var’s jacket ablaze.

“GAH!” he screamed, tossing the jacket off.

Now Clark could see it clearly. The jewelled belt buckle. It was in view.

Time to end this.

He launched himself at K’Var. K’Var threw up his force shield, hoping to stop him.

It did, for only a moment. Clark just continued to hit it and hit it with all his might. It bent and shook. Then small cracks began to appear on it.

“Max, look!” Isabel whispered. “I didn’t think anybody could do that.”

“Nobody else,” Max replied, smiling.

With one last blow, the force shield shattered…releasing an explosion of energy that caused Clark to fly backwards.

K’Var held his head in pain, his nose bleeding. He held that shield together by a force of will, and since it was broken by pure strength, it felt like the mother of all migraines.

“I’LL KILL YOU!!!” he screamed, hitting Clark with flames once again.

Clark simply walked through them, as they bounced harmlessly off him.

“Now who’s brash?” he asked. “Who’s headstrong? Who’s quick to anger?”

“RRRRRAAAAAAAAAAGGGGGGGGHHHHHHH” K’Var screamed in rage. He ran up to Clark and punched his chest full-force.

The result was every bone in his hand instantly shattered with the impact. He screamed again, this time in pain. He through another punch with the opposite hand, but Clark caught it…crushing that one as well.

Then Clark hit him back. The impact sent K’Var flying, breaking one of his ribs in the process. Using super-speed, Clark ran up to him before he could collect himself, and punched him a second time…this time in the face, breaking both his nose and his jaw.

K’Var collapsed, but Clark wouldn’t let him fall. Instead, he grabbed the broken mess of a man by the collar and lifted him high up into the air.

“It’s over, K’Var!” he said.

“So it is…” K’Var laughed. “Go ahead, Kal-El…do it. Kill me. These humans will never accept you. Never. You’ll be a freak. A monster. The last of your kind. So kill me, and do what your father never could, Kal-El.”

He stared K’Var right in the eyes, and whispered…

“My father is a farmer…and my name is Clark Kent!”

Suddenly, he ripped the belt buckle off his waist, holding it up in the air.

“You’re going back where you belong!” he announced, before crushing it into powder.

“Noooooooooo!” K’Var wailed, as his body began to glow a bright red.

The energy soon faded, leaving his body through the eyes a mouth, but before it could get far, it was stopped by a green orb that materialized out of nowhere. The orb sealed itself, trapping the energy inside.

Then it floated into the waiting hand of Kyle Valenti.

“How d’you like that?” he joked, a grin flashing on his face. “Dictator under glass.”

Clark slowly lowered Lex Luthor to the ground, shaking his head.

“I don’t thin there’s anyway to explain my way out of this one,” he sighed. “There goes my secret.”

Max kneeled next to Lex, examining him.

“Maybe…” he said, placing the palm of his hand on Lex’s face. “Maybe not.”

A flash of energy came out of Max’s hand, as Lex’s nose began to heal itself. His jawbone soon followed. Max then moved his hand down towards his chest, healing the ribs as well.

Fully healed, Lex’s eyes suddenly fluttered open.

“Huh?” he muttered weakly. “Clark? Where…where the heck are we?”

“Roswell,” Clark answered.

Lex tried to surpress a chuckle.

“Roswell?” he asked. “As in New Mexico? How did?”

“You had a little too much to drink,” Clark explained to him. “It wasn’t a pretty sight.”

Lex closed his eyes.

“Dad’s going to be seriously pissed off,” he groans. “I’m gonna…”

Suddenly, he passed out.

“Get some rest,” J’Onn finished for him, walking up to Clark and Max. “He’ll be ok. With any luck, he will have no memory of what’s happened here.

Max’s eyes traveled towards the FBI agents, who all stared at the three of them with uncertainty.

“Wish I could say the same for them…” he muttered.

*****

About an hour later, the FBI had brought Lex back home. They used the same ‘drunk road trip’ excuse that Clark had to explain to Lionel Luthor what happened. Isabel Evans, the girl he brought along with him, was only too eager to confirm his story.

Jessie, of course, would be freaking out by now. But it was definitely better than the alternative.

Once that was done, the leader of the special unit approached Max.

“It’s funny,” he said. “We were originally formed to hunt you down and study you. Now we owe you all our lives. Is there anything we can do to help?”

“You can erase any files that the FBI has on us,” Max told them. “Do that and we’ll call it even.”

He nods.

“What’s going to happen to Pierce?” Clark asked, curiously.

“That’s a tough one,” he replied. “It’s awkward when an agent goes rogue, especially one who was that high up. The things they know could potentially destroy this entire country. Your big green friend, however, says he has a plan.”

Clark and Max look towards one of the trucks, where J’Onn had once again taken the form of the human John Jones.

“That was pretty impressive what you did back there,” the agent told him. “I didn’t get your name, though.”

“It’s C…” Clark began to say, but then thought better of it. “My name’s Kal-El.”

The FBI agent shook his hand.

“Name’s Harold Jordan,” in introduced himself, shaking his hand. “My friends call me Hal, though. I hope you count as one of them.”

He then turned towards Max.

“I used to be a test pilot,” he explained. “One day, I crashed and found this wreck of a spaceship…that’s when the special unit recruited me. The aliens died in the crash, but I could still make out that it was a warship. Seeing all those weapons told me that people will need someone to look out for them if things ever go bad. I’m glad to know at least some of them are on our side.”

Hal smiled, and then went off to join his fellow agents.

*****

As Tess’ eyes opened, the first thing she noticed is that she was surrounded by people. Parker, and Max…and Kyle in that ridiculous outfit. She leapt to her feet.

“You should have killed me, Max!” she yelled. “Now you’ll regret it!”

Tess closed her eyes and began to concentrate. She reached in, attempting to mindwarp the entire group.

Nothing happened.

“Um…what are you trying to do exactly?” Chloe asked. “Because I don’t feel anything.”

Tess’ mouth fell open in horror. She tried to push them all away with a force blast, but once again nothing happened.

“My powers?” she gasped. “Where…?”

Just then, John Jones walked up to her.

“While you were unconscious, I reached into your mind,” he explained. “On Mars, we were all telepathic. The law was, if you used telepathy to manipulate others, you were to be punished. If you used your mind to kill, then it was taken away from you. I closed down the part of your mind that allows you to access your powers.”

“NO!” she yelled. “Without my powers, I’m just…”

“An ordinary human being?” Max asked. “Fitting, don’t you think?”

Maria then walked up to her, a smile on her face.

“You know something, Tess?” she asked. “You’re a real pain in the ass!”

Then she punched her, knocking her unconscious once again.

“God, that felt good!” Maria exclaimed. “Ha! Boy, did that EVER feel good!”

The others laughed. Liz hugged her.

However, the mood quickly changed. Kyle stepped forward.

“Hey guys?” he asked. “I have an announcement to make.

They all looked at him. Kyle showed them all the ring.

“This thing is the most powerful weapon in the universe,” he explained. “And the guys who gave it to me…well…it was on the condition that I work for them. I’ve got to leave Earth for a bit.”

Maria’s face fell.

“What?” she asked, mortified. “You’re leaving?”

“I have to,” he said, nodding. “Promise to take good care of my dad? Um…but not too good care of him. I get the creeps thinking of your little dance number.”

She laughed, then hugged him.

“Take care of yourself, Evans!” he said. “Liz, Michael…Iz. Thanks. For everything. Tell my dad…tell him I said ‘goodbye’.”

Kyle picked up the ‘K’Var globe’ off the ground, and walked into the centre of the desert, where the pod chamber used to be.

“You’re going home, Kivy!” he said aloud. “There’s just one thing I gotta do first…”

A green shimmer encircled Kyle, as he rose into the air. He flew past, as a wave of green energy spread itself over the desert.

“Max…look!” Liz pointed out.

As the energy moved across the sand, something started to happen. The mountain where the pod chamber used to be started…rebuilding itself. Almost like a tape being played in reverse. All the damage the battle had caused was being erased.

Kyle then flew over Roswell, causing the same thing to happen there. Windows repaired themselves, street sights unbent, and cars went right side up again. Then, brick by brick, the UFO museum restored itself. Using only his imagination, Kyle rebuilt his home exactly the way he remembered it.

Taking one last look at the place he grew up in, Kyle sighed.

“Bye dad,” he whispered.

Then he took off into the air. Higher, higher, until he resembled a bright green star in the heavens.

Until that, too, was gone.

TO BE CONCLUDED...

NEXT: The epilogue. What’s going to happen to Kyle. The final fate of Pierce. The shocking secret of Cal Langley. Plus, where do Clark and Chloe stand now.