DISCLAIMER: Liz, Max, Michael, Maria, Isabel, and Kyle belong to Jason Katmis and UPN. Clark Kent, however, belongs 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’.

Isabel Evan’s eyelids fluttered open, taking in their surroundings.

“Ugh,” she muttered, sitting up on the bed.

Bed?

She suddenly realized that she was lying on a bed in some sort of room. It wasn’t like a hotel or anything…no, it was almost quaint. A roaring fireplace stood in the corner, and the walls were glazed oak.

“Have a good nap?” a voice asked her.

Isabel spun her head around towards the door. There, Lex…or rather K’Var…stood. He was dressed in a gray sweater and jeans.

“K’Var?” she whispered.

“Please…” he said, walking closer. “When in Rome, act like the Romans do. Call me Lex.”

She stole a peek towards the window. If she could only manage to get past him…

“I wouldn’t try to escape if I were you,” he warned her, as if he knew what she was thinking. “There are a dozen of my men in S.K.I.N. suits surrounding this place. You wouldn’t get far.”

Isabel sighed in frustration.

“How did you do it?” she asked him. “I should have sensed it was you possessing Luthor!”

He grinned, proud of himself.

“I didn’t actually ‘possess’ him,” he informs Isabel. “It’s this new process we’ve been working on. Our consciousness actually bonds with the human, letting us access all their memories and life experiences. Artificial hybrids in a way.”

He stood up, walking around her. K’Var’s eyes never left her, like a wild predator eyeing his prey.

“I never understood the draw you and Zan had to these primitive creatures before,” he commented. “The power…the natural instincts. Lex isn’t really all that different from me, you know?”

“I really doubt that!” Isabel claimed.

He chuckled, turning towards the window.

“It’s out there right now, you know?” he informed her. “A weapon of ultimate power…power enough to make both this planet and Antar obey my every command. I’m going to find it…and you’re going to help me!”

“Go to hell!” she spat.

K’Var’s eyes narrowed, as he raised his hand towards her. Suddenly, Isabel felt herself thrown back against the wall with an invisible, yet familiar, force.

Slowly, her assailant walked up to her and smiled. He stroked her cheek.

“I may have forgotten to mention this, so forgive me…” he said casually. “But one of the perks of being melded with this body is that I have complete control over the same powers that you do. The only difference is that I’m not afraid to use them”.

She wanted to fight him, to slap him across the face, but couldn’t. She was completely immobile.

Seizing the opportunity, K’Var kissed her. Then, with a wave of his hand, she collapsed onto the floor.

“You’re sick!” she muttered, wiping off her mouth.

“Now, that doesn’t make sense, does it?” he replied. “Insanity is a human emotion…but then again, I’m part human aren’t I?”

She doesn’t reply, but continued to stare at him coldly.

“If I were you, Vilandra, I’d think long and hard about which side you choose!” he commanded.

Then, with one last smirk, he left the room…leaving Isabel alone.

“Max?” she asked the empty air. “Where are you?”

*****

The answer to her desperate question was, of course, quite simple. Max, along with the rest of her friends, were still at the UFO museum.

He didn’t like the thought of hiding, though it made the most sense. All Max’s life he’d been ‘hiding’…either metaphorically or in the literal sense. Hiding what and who he was from the world. Being in the world, but never a true part of it. He always accepted it, too.

Now everything was different.

It wasn’t just about him, anymore. Or even Michael and Isabel. Liz was involved now…more than ever before. She could no longer back out of his life, or stay at a distance. It was even possible that she was in more danger than he was.

“Boo!” a soft voice said next to him.

Max looked over at Liz Parker, not realizing she had even been there.

He smiled at her.

“So, I talked to Chloe” she said. “You know, about the whole alien thing?”

“She seems to be taking things relatively well, isn’t she?” Max remarked.

“She’s in love with him!” Liz informed him.

Max stared at her with a surprised look.

“She is?” he asked. “Are you sure?”

Liz nodded.

“When we were connected, I felt her emotions Max”

Max grinned.

“A human girl in love with an alien boy?” he asked jokingly. “Sounds vaguely familiar.”

Liz giggled.

“Yeah, wish I could remember where I’ve heard that before…”

The two of them laugh.

“So…” Max continued. “How does he feel about her.”

Liz opened her mouth to speak, but suddenly realized that she didn’t know. She had been connected to Clark as well, but she couldn’t ‘read’ him for some reason.

“I don’t know,” she admitted. “When I was connected to Clark, things were all jumbled. I felt thoughts and emotions come from him, but they were all jumbled together. They didn’t make any sense.”

Max raised an eyebrow.

“I think that maybe his thought process works differently than ours,” she suggested.

“Maybe that’s why Tess’ mindwarp didn’t work on him?” Max replied. “Do you think he might have some other powers that we don’t know about?”

“Anything’s possible, Max,” she agreed. “I don’t think he’s a hybrid like you and the others.”

“Huh?” he asked, slightly confused. “That’s impossible. He looks human.”

“Yeah, but there are probably thousands of planets with life on them out there,” Liz theorized. “Who knows, maybe somewhere out there is a world that evolved the same way as humans did. Different gravity would explain his powers pretty well.”

At that exact moment, they see Clark storm past them, with Chloe following close behind.

“Woah, Clark…slow down!” Chloe warned him. “Don’t do something you’re going to regret…”

Too late. He forced open the door to the main exposition room and marched towards the others.

“JOHN!” he exclaimed. “What is this?!”

Clark placed the alien device that he had found on the table, right in front of John Jones. The others just stared at them, including Max and Liz from behind.

John just stared at him in surprise.

“Where did you get this?” he asked.

“Your display case,” Clark answered. “Just what’s your game here?”

“Clark!” Jonathan warned him.

“Dad, I know this thing!” Clark defended himself. “It’s called the Eradicator!”

“How do you know that?” Martha asked him.

“I just do, mom” he responded. “I don’t know how, but the word just came to me. I could read the writing…it’s the same kind of writing that’s on my ship!”

Jonathan nodded, then turned to the detective himself.

“You have some explaining to do, friend,” he said.

“I cannot!” John answered. “I am sorry, but I can’t help you. Just put it back where…”

“NO!” Clark yelled, backhanding a hold into the wall. “You know something about me. About who I am…about where I come from…and you’re going to tell me.”

Surprisingly, John didn’t seem scared at all. Instead, he approached Clark. His eyes growing cold and menacing.

“Are you so sure you want to know?” he said, he voice becoming deep and eerie.

Clark backed down.

“Hey, can I say something?” Michael stepped in. “Do you know anything about this guy’s home planet?”

John paused, regaining his composure.

“A little,” he admitted.

“Then why don’t you say anything?” he asked.

Clark looked at Michael Gurin, surprised beyond belief. Only a little earlier, he broke the guy’s hand. Now, all of a sudden, he was jumping to his defense? He just didn’t understand it.

John sighed, and turned back to Clark.

“I can not tell you what I know because it isn’t my place,” he admitted. “I apologize, but I have no right to give you this burden yet.”

“Burden?” Clark asked. “You talk like there’s something horrible about it.”

John’s silence answers Clark’s unspoken question.

“What?” he pleaded. “Please, tell me something. I…I don’t even know what the place I was born on was called…”

“Krypton!”

Everyone in the room turned towards where Chloe stood.

“Chloe?” Clark asked. “What did you say?”

“I…” he replied, stumbling on the words out of nervousness. “I said ‘Krypton’. That’s what you told me when you were holding that whatchamacallit! Don’t you remember?”

He didn’t.

“Wait a second?” Maria asked. “How could you just blank out something like that?”

“I…” he replied. “I don’t know. I just…just…”

Clark froze on the spot. Reflected in the window was someone he had never seen before. A man covered in a green and blue robe, with piercing blue eyes.

Panicking, Clark spun around to face the opposite direction.

“Someone’s here!” he exclaimed.

However, there was no one present in the spot that was reflected. Clark looked back at the window, and the man was now gone.

“Clark?” Liz asked. “There’s no one here.”

“I saw someone!” he replied. “Am I going crazy?”

“I hope not!” Valenti added. “I don’t think any of us could stop you if you did!”

Clark nodded, then looked back at the window.

He saw someone. He knew he did.

But what scared him the most was that the person he saw seemed almost…familiar.

*****

Tess Harding had been running non-stop ever since she left Roswell. She needed to. She couldn’t risk being followed going by vehicle. Not with that…thing after her.

Who knew, maybe he beat her there, considering how fast he was moving. Maybe he was just taunting her?

Finally, she arrived at her destination. Lifting her hand into the air, she used her power to blow the door off its hinges…much to the surprise of the former FBI agent inside.

“What the…?!” he exclaimed. Then, in a single fluid motion, he took his gun out of his jacket and aimed it at her.

“Miss Harding, correct?” he asked menacingly.

However, before he could fire, an invisible force threw the gun from his hand. Turning around to see the source, Pierce watches as K’Var walks towards him.

“She’s with me, agent,” K’Var informs him. “Though I have to ask why she’s alone. Where is Zan?”

Tess didn’t answer, at least not right away. She was still catching her breath from running for so long.

Unfortunately for her, K’Var didn’t have the patience to wait. He grabbed her by the neck, and pushed her against the wall.

“I gave you direct orders to bring our dear departed king to me, along with his second in command, my dear!” he reminded her, squeezing her neck gently. “Now, here I find you returning alone, and I have to ask why?”

Tess looked back at him, fear in her eyes.

“I couldn’t…I couldn’t…” she told him. “He was too strong!”

K’Var simply laughed.

“Too strong?!” he asked. “You could probably kill all three of them without even trying with what I’ve thought you. How could Zan possibly be too strong?”

She shook her head.

“Not Max!” she informed him. “Somebody else! Someone who isn’t human!”

A look of surprise went over K’Var’s face. Without hesitating, he let her go.

Tess dropped to the ground, letting her gasp for air.

“Why didn’t you just mindwarp him then?” he asked.

“I-it didn’t work on him…he’s immune!” she responded. “He’s strong too, and fast…his skin is stronger than steel!”

Upon hearing that, Pierce’s eyes lit up.

“Kent!”

Both K’Var and Tess turned to face him.

“Excuse me?” K’Var asked.

“Clark Kent, that’s his name,” he explained. “He’s another alien who escaped with the Parker girl. I thought he was one of them, but his powers…”

K’Var smiled.

“What?” Pierce asked, confused by the grin.

“I know this guy!” he responded. “Or rather, Lex knows him. He’s a friend of his…some sort of farm boy. I’ll handle him!”

“That’s not as easy as you think,” Pierce explained. “This kid is literally unbeatable!”

“No one is unbeatable, agent Pierce,” he continued. “Every man has his breaking point. Everyone has a weakness.”

Suddenly, there’s a knock at the door. A man wearing glasses walks in, looks at Pierce, and then goes over to K’Var.

“Who the hell is this?!” Pierce asked.

“This is one of my soldiers,” he claims. “He’s wearing one of our S.K.I.N. suits so that he resembles a human. It also gives him powers like a hybrid, but not to the same degree.”

“Sir?” the Skin greets him. “You told us to examine the area around where they picked up the enemy’s mate? Well, we found this nearby…”

He handed K’Var a lead box. Tess and Pierce go up to him as he opens it up.

The three of them are startled by a bright green glow. Inside is a piece of the meteor rock.

“What is it?” Tess asked.

K’Var simply grinned.

“Our answer!”

*****

Meanwhile, back in Roswell.

Michael Gurin made sure that each rock was placed steadily on the roof of Max’s car, and had the same amount of space in between each one. He had perfected the pattern almost to an art.

Satisfied with his work, Michael wandered back to his spot near the Crashdown. Then he turned around and raised his hand towards the largest rock.

Suddenly, his power surged forward, and it erupted into a million shards.

Michael smiled and turned his attention towards the other one, just as Clark exited the Crashdown and stepped towards him. The second rock exploded, causing Clark to raise his eyebrows.

“Is there a point to this, or just something to pass the time?” he asked.

“Let me explain something to you, farmboy…” Michael grunted. “Not all of us get to be born like Hercules. If my reflexes aren’t one-hundred percent, I might accidentally kill someone.”

Clark nodded, while Michael slowly raised his hand to try again.

“Can I try?” Clark interrupted him.

“Be my guest!” he answered, stepping aside.

Smiling, Clark picked a rock up from the ground a threw it towards the one on the car. It missed.

“Max is probably going to hate me if I break one of the windows!” he said, chuckling.

“I can fix it, no problem!” Michael answered, watching Clark pick up another one.

He threw it again, missing once more.

“You’re aiming it wrong!” Michael informed the dark-haired boy. “Line it up with your eyes. Like a gun.”

“Dad never let me touch his,” Clark informed him. “It’s not as if I’ll ever have to use one. Although…”

Then he had an idea.

Clark kneeled down and searched the ground. Finally, he found a small pebble.

“What are you doing?” Michael asked.

“Improvising”

Clark balanced the pebble in the palm of his hand and closed one eye, so that he could aim better. Then he bent his other thumb and index finger to ‘flick’ the pebble.

Then he did.

Almost faster than the eye can see, the small insignificant piece of rock flew through the air towards its larger brother. With the impact of a bullet, it they collided with a loud explosion, sending shards flying in all directions.

Michael could only stare open-mouthed at the display of raw power. He turned to Clark…

“Just how strong are you? How much can you lift?”

Clark shrugged.

“I’ve never found anything that I couldn’t,” he explained. “If it helps, it doesn’t take too much effort for lifting a tractor.”

Michael shook his head in amazement.

“Do you have any idea how dangerous you are?” he asked. “My whole life I’ve been scared that I’d lose control and maybe hurt someone, but you go around like you’re normal? How?”

“Because I know I won’t hurt anyone,” Clark answered. “And you know what, neither will you. Stop being so scared of it.”

As if trying to answer, Michael felt his wrist, causing Clark to sigh.

“Look, I’m sorry about earlier,” he said. “I was angry…I didn’t mean to hurt you.”

“No sweat,” Michael answered.

Clark thought for a moment, wondering about something.

“Why were you helping me back there? I broke your wrist, and suddenly you tried to help me get John to explain what he knew. Why?”

Michael looked at him.

“Want the truth?” he asked. “Once upon a time, finding out where I came from was the only thing I really cared about. It was everything to me. I guess seeing you in the same position made me feel sorry for you.”

“Thank you!” Clark told him, causing Michael to smirk amusingly.

“You’re the lucky one, you know?” Michael told him. “Powers that are easy to explain as an adrenaline rush. Parents that know what you are and still love you. You like to pretend your normal, and look on the bright side all the time. Probably the type of alien Maria wishes I was.”

“Oh!” Clark remarked, smiling. “So that’s what this is about. You somehow think that I’m upstaging you in front of your girlfriend?”

“Ex-girlfriend!” Michael corrected him, a bitter sound in his voice. “I have absolutely no clue on how to make that otherwise.”

“Well, like you said, I’m an alien too!” he replied. “That’s not the problem. Maybe you just have to take a different approach?”

“Like what?” Michael asked.

“Well for starters, drop this ‘woe is me’ garbage!” he mentioned. “Secondly, try to show her you care from time to time. And make sure it’s noticeable. Oh, and one more thing.”

“What’s that?”

Clark grinned.

“Have fun with your powers once and awhile,” he suggested. “You and Max and Liz can do things that…defy description. You can do anything, so why hide it from the people who already know your secrets?”

“You think so?” Michael asked.

“Are you kidding?” he responded. “You have no idea how much I’d show off if a girl I liked knew about my powers.”

“Maybe you forgot or something, but you do now!” Michael laughed.

“Huh?”

“That girl you came here with…Chloe or something like that?” he asked. “She knows now, right? She’d have to.”

Clark laughed, shaking his head.

“We’re just friends,” he answered.

“Oh, give me a break!” Michael said, rolling his eyes. “Max pulled the same ‘just friends’ act with Liz for two years. I saw the way she looked at you, Kent.”

Clark stared at him for a moment, processing his words.

“You don’t know what you’re talking about!”

Michael just chuckles.

“Sure I don’t!”

Then he walked back into the Crashdown. Clark remained outside.

*****

“HELLO!!!”

Once again, Kyle received no answer. He had been wandering the caves for so long, his voice had almost become horse.

“Oh, wonderful!” he said, clearing his throat. “If I wander much further, I’m going to reach the center of the earth. And I’m STILL talking to myself!”

Sighing, Kyle sat down on a large rock, looking around.

“Is ANYBODY else down here?!” he called out.

Still no answer. He sat still for a moment, staring at the ring on his finger.

“Ok, it’s just you and me, buddy…” he said aloud. “You’re supposed to be this big dangerous thing that K’Var wants, so is there anything you can do to get me the hell out of here?”

No answer.

“NOW I’m talking to a piece of jewelry?” he groaned. “its lack of oxygen…by brain is suffocating down here. Will somebody PLEASE HELP ME!!!!”

As if on cue, a mist began to gather on the ground.

“Woah!” Kyle exclaimed, jumping up.

At first he thought it was gas. That hypothesis was proven false, however, as it started seeping into the center of the room, growing thicker and thicker.

“$#^$*%*%$^#@!%^$&%*(&)*&^#@!!!”

“Huh?” Kyle asked. “Are you…talking to me?”

“I apologize,” the voice called out from the mist. “You humans have so many varied languages, I had no way of knowing which was spoken in this corner of the globe.”

Eyes wide, Kyle approached the mist as it condensed into a solid form. Something that looked…humanoid.

“Who…are you?”

The green cloud faded, leaving behind a small man. He was short, at least half of Kyle’s size. His skin was a bright blue. He had white hair, so he seemed to be old…yet his skin didn’t have a single wrinkle on it.

“Greetings, Kyle Valenti!” the strange alien responded. “You may call me…Guardian!”

*****

Meanwhile, on the roof to the UFO museum…

Max climbed up the fire escape, and walked towards the ledge. Still, his thoughts haunted him.

Kyle. Was he alive? Was he dead? He wished he knew the answer. Maybe if…

“What’s up?” Clark Kent’s voice called behind him.

Max turned around, instinctively creating the lime-green plasma shield in front of him.

Clark held up his hands in defense.

“Hey, hold on…” he warned. “Sorry, didn’t mean to startle you or anything.”

Max caused the shield to dissipate, then looked towards the fire escape. It was on the opposite side of the roof.

“How did you get up here?” he asked.

“I jumped” Clark answered.

“We’re two stories up!”

Clark smirked.

“Well, I can jump pretty high!”

“Yeah, no kidding!” Max laughed. “I’m…I’m a little worried about Kyle.”

“That’s Mr. Valenti’s son, right?” he asked.

Max nodded.

“I sent him to check and see if there was anything left of the pod chamber,” Max explained. “It the place where we were…hatched.”

“That a comforting thought,” Clark mentioned sarcastically.

“Yeah, well anyway, he never came back,” he continued, a somber look crossing his face. “If something happened to the guy, I’d never forgive myself.”

“Maybe I can help?” Clark suggested. “Where was he headed?”

Max pointed towards the desert.

“It was hidden in this rock formation”

Clark focused in the direction he was pointing, and then started to concentrate. Slowly, he saw past the roofs, into the desert.

“What are you doing?” Max asked. “You can’t possibly…”

“Lately, I’m starting to surprise even myself” he said. “I don’t see any rock formation…but there’s this huge crater in the middle of the desert!”

“Crater?!” Max asked in surprise.

“Yeah, like something crashed!” he responded. “There’s footsteps leading up to it…like someone went to investigate.”

“So Kyle could still be alive?” Max asked. “We should go after him! I’ll tell the others…”

He turned to leave.

“Max, can I ask you a question?” Clark asked.

Max stopped, and turned to him.

“Well, I’m sort of confused about what to do about Chloe knowing,” he admitted. “She’s my best friend, but I…this is something I’m used to having all to myself. What if she hates me?”

“She doesn’t hate you, Clark” he replied. “That’s one thing I’m completely sure of.”

“When Liz found out about you, how did you feel?” Clark responded.

“To tell the truth, both relieved and scared,” he recalled. “Relieved because I finally had someone other than Michael and Isabel to confide in. Scared because of the risk I took.”

“You mean of the wrong person finding out?”

Max shook his head.

“There’s something that happens when I connect to someone,” he explained. “I become one with them. I can see, hear, and feel everything that they’re feeling. Everything.”

Clark waited a moment, expecting that Max had something to add. After a moment, he realized what Max had meant.

“When you healed her, she was dying,” he stated. “If she would have died when you were connected to her, would you have…?”

Max nodded.

“Oh my god!” he whispered. “You could have died that day? Why did you do that then?”

“Because I’ve been in love with Liz since the first moment I saw her!”

Clark shook his head in amazement.

“I could never do something like that,” he said.

“I didn’t think I could either, Clark…not until that day,” Max informed him. “When you care about someone like that, you’ll be amazed by what you can do. You forget about everything but that person…and you’re not afraid anymore. Not even of death.”

Clark smiled at the thought, then froze. He heard something from below them.

Hsssssssss

“What is it?” Max asked.

“Gas!” he exclaimed, his eyes widening in horror.

*****

Inside the UFO museum…

“Oh god…!” Maria yelled, noticing the cloudy spray coming from one of the heating pipes. “I didn’t do it…I didn’t do it…!”

Liz ran up to her, seeing the horrified expression on her friend’s face.

“EVERYBODY OUT!!!” she screamed. “THERE’S A GAS LEAK!!!”

Immediately, John, Valenti and the Kents ran in from the other room.

“Maybe I can plug it, or…?” Jonathan asked.

Detective Jones didn’t let him finish. He grabbed both Jonathan and Martha by the wrists and pulled them towards the outer wall.

“There’s no time!” he said, then ran towards the wall.

The three of them passed through it like ghosts. Chloe ran down the stairs from the office just in time to see it.

“Did Mr. And Mrs. Kent just walk through the wall?!” she asked. “Hey!”

Valenti picked her up by the waist and headed towards the door. Liz and Maria followed.

Not a moment too soon, too. The second the two girls reached the door, a loud explosion roared through the building.

“AHHHHHHHHHH!”

Fortunately, Maria’s scream shook Liz up so much that she instinctively caused a sky-blue energy field to appear between them and the explosion. It still threw them several feet, but at least they were alive.

*****

Across the street, at the Crashdown Café, Michael stares in horror as the UFO museum goes up in flames. Around him, several customers gasp and point at the sight.

Michael, however, can only scream one word…

“MARIA!!!”

Then he got up and ran towards it.

*****

Back on the roof…

One time, Clark tried to explain to his father exactly how it felt when he ran at super speed. It was weird, to say the least. It didn’t really feel like he was going faster. At least to him, it didn’t.

No, to him, it felt like the rest of the world was moving slower. Case in point, like how the roof beneath him sudden broke apart piece-by-piece. How the tremendous explosion coming from inside the UFO museum could be seen before it was too late.

Even so, Clark didn’t hesitate. He simply grabbed Max by the wrist and ran towards the edge of the roof, each footfall crumbling beneath them a microsecond after they had stepped off.

Still holding onto Max, Clark leapt off the building, flying through the air, and landing on the roof of the Crashdown. The moment of peril over, the world returned to its normal pace.

“How…how did you?” Max stuttered. “You weren’t kidding about the jumping, were you?”

Clark smirked, then looked down towards ground level. He saw the others, standing in front of the rubble that was once the UFO museum.

Then he saw a ground of about a dozen people walking towards them. They definitely did not look friendly.

“Something tells me that wasn’t an accident!” Max claimed. “We need to get down there! Fast!”

Max gives Clark his arm again, which he takes. Then they jump.

*****

“MARIA!” Michael yelled as he ran over to her.

The UFO museum was completely totaled. All that remained was rubble. A lifetime of extra-terrestrial notes and findings completely destroyed.

As strange as it seemed, none of that mattered to Michael Gurin. He only wanted to make sure Maria was ok.

“Are you hurt?!” he asked her. “Did you…?”

Maria didn’t answer. Instead, she swung her arms around Michael and held him close.

“Um, guys?” Liz said, interrupting the tender moment. “I don’t think we’re out of the woods yet!”

Turning around, they saw at least a dozen people approaching them. Three of them they recognized as Tess, Pierce, and Nicholas.

Chloe recognized a forth one.

“LEX?!” she said in disbelief.

“No!” John corrected her. “Not anymore!”

K’Var grinned, and looked towards Michael.

“Hi, Rath…like the new look?” he said. “Hair is so overrated, but then you probably know all about that, right?”

Michael stared at him.

“K’Var!”

“So where’s Kent?” he spat. “Tess, is this so-called ‘unbeatable warrior’ afraid to face me?!”

As if in reply, a sudden crashing noise sounded in the pavement behind them. K’Var turned around to see Max and Clark walking towards them.

“Lex, what it god’s name are you doing?” Clark asked him.

“I don’t know, Clark” he laughed. “You like the new me?”

“That’s not your friend!” Max told him. “He’s just possessing him.”

“Ah, now you went a ruined it, Zan!” K’Var retorted. “Now, Tess…watch how it’s done!”

He pulled a gun out of his jacket. Without hesitation, Clark moved in front of Max.

“GET DOWN!!!”

BLAM

The bullet impacted against Clark’s skin, not even leaving a single mark. K’Var’s eyes went wide.

“What the hell?!”” he exclaimed,

“MICHAEL, NOW!!!” Max ordered.

Before K’Var had the chance to react, a blinding white light exploded from Michael Gurin’s hand, throwing them all back. Only Max and Clark escaped the onslaught by moving out of the way at super speed.

They stopped in front of the others. Immediately, Clark grabbed Chloe by the shoulders.

“Are you all right?” he asked, concerned. “Are you hurt or anything?”

She shook her head.

“I’m fine!” she reassured him.

“It won’t be long until the Sheriff arrives!” John warned them. “Somehow, I doubt K’Var will go quietly.”

“Then we stop him!” Liz added, stepping forward.

While they were talking, their enemies had collected themselves from Michael’s blast.

“You’ve always had good taste in women, Max!” K’Var spat. “Cute, but not very bright!”

Then he turned towards the others.

“Kill everyone but the leader…bring him to me!”

Before anyone can stop him, Jonathan storms towards them.

“I’ve had just about enough of this!” he stated. “Listen, you little punk…”

“JONATHAN!” Martha screamed, as one of K’Var’s men grabbed him by the throat and threw him towards the wall.

“DAD!”

Clark ran at super speed, catching him before he made contact.

“More aliens?” he asked the others.

“Skins!” Michael answered. “They all have our powers!”

Max moved in front of Chloe, Maria, Jonathan, and Martha.

“Stay behind me!” he told them, and raised his energy shield.

The he hollered to the others.

“I’ll protect the ones without powers! The rest of you…end it quickly. I don’t know how long I can keep this up!”

They did as he asked. Especially Clark who, running at super speed, knocked a trio of skins over like dominos.

Another one threw a punch at Michael. He ducked in, then hit back while shooting an energy blast at one who was sneaking up behind him.

Michael then turned around, seeing Liz push Nicholas away using an energy blast.

“Since when can you control that?!” he asked.

“I can’t…not really!” she responded. “It’s instinctive. When I’m in danger…”

“As long as you can defend yourself!”

*****

Meanwhile, Valenti and Jones were busy emptying their guns entire supply of bullets into sever advancing skins.

“Bullets seem to be unable to stop them!” John noticed.

“Yeah, a pain, isn’t it?” Valenti told him. “You have any better ideas?”

He nodded, then threw his weapon to the ground. Then he charged one of them.

Taken by surprise, the skin didn’t have time to react as John picked him up off the ground and raised him into the air.

“Perhaps a more direct approach is in order!” he grunted, throwing the skin into one of the others…much to Jim’s surprise.

“You didn’t say you were that strong!” he commented.

John smirked.

“You didn’t ask!”

But before Valenti could say anything else, a force blast knocked him to the ground. John turned to see that Tess was the source.

“Don’t worry, I didn’t kill him!” she stated. “You know…for old times sake. You, on the other hand…”

The small blonde girl began to concentrate, calling on her most powerful…the mindwarp. It was a form of telepathy that could cast mental illusions, erase a person’s memory, or even kill someone if she wasn’t careful.

She wasn’t being careful now.

Detective John Jones flinched as he felt her mind begin to probe his own. He feared what she might find out if she looked too deeply. He shut his eyes, trying to block her out, but it wasn’t any good.

“You’re not human, are you?” Tess asked, approaching her victim. “Some sort of shape-shifter? Hmm…you know, I was raised by a shape-shifter? It’s ironic, isn’t it? Still, you have no idea what I’m capable of…”

And you, little girl…

Tess’s eyes went wide. Somehow, he was speaking with her telepathically?

…have no idea…with whom…YOU ARE DEALING WITH!!!

A sudden shockwave hit her, passing through the mindwarp. A sort of psychic feedback that hit her with her own power.

“AHHHHH!” she screamed, falling to her knees.

John opened his eyes, which had now transformed into a blood red. Slowly, he moved towards her.

“Do you have any idea what I am?” he said, using the dame deep ominous voice that he used on Clark. “What I’m capable of? This isn’t an inexperienced telepath like yourself that you are facing. To me, you’re an amateur.”

Enraged, Tess tried to use her powers to force him back. To her surprise, his body suddenly became immaterial. Her blast passed through him like a ghost.

In response, he made his arm go through her body, then become partially solid again. The strain was too much, and she fell to the ground unconscious.

A few feet away, Valenti had seen the entire display. He watched in amazement as John became completely solid again, then looked at him with the blood-red eyes.

“I am sorry you had to see this!” he apologized.

Then, in a blink of an eyes, his eyes became normal again.

“Get up!” he said, his voice returning too normal. “We must get out of here before your former partner arrives.”

John offers him his hand, which Valenti takes. They then rush off to join the others.

*****

“Clark!” Jonathan hollered over the sounds of battle. “Pierce’s gun…get it away from him!”

Clark nodded, running past Agent Pierce and removing his gun.

Smiling, Jonathan ran around Max’s shield and headed towards the now-unarmed agent.

“Mr. Kent?!” Max exclaimed in confusion.

His unspoken question was soon answered, as Jonathan Kent tackled Pierce. He threw a punch, connecting with his head.

“Not so tough without your weapons, are you?” he spat.

To answer, Pierce head butted him.

“Don’t make me laugh, Kent!” he said. “I’m a federal agent. You’re a civilian!”

“No, you’re a psychopath!” Jonathan told him, the grabbed his shirt and swung him face first into a nearby wall.

Not wanting to just sit and watch, Chloe ran around the energy field and picked up a piece of broken pipe.

“Hey!” Max yelled in protest. Sighing in frustration, he lowered his shield.

Chloe ran, pipe in hand towards where Jonathan and Pierce were struggling. She struck Pierce with the pipe, knocking him unconscious.

“Thanks!” Jonathan said to her, smiling.

“What part of ‘stay behind me’ didn’t you understand?” Max scolded them as he arrived. “I was trying to protect you back there.”

“I appreciate the gesture, but I don’t like sitting back while other people do my fighting for me” he informed Max.

“I understand,” Max said. “But Mr. Kent, these aren’t ordinary people. They’re aliens, and with their powers they could kill you without even trying.”

*****

Sighing at the display around him, K’Var stepped towards the fight.

“If you want something done right…”

Out of the corner of his eye, Clark noticed him. Immediately, he ran straight in K’Var’s direction.

But K’Var was ready for him. With a well-timed energy blast, he sent Clark tumbling backwards into the ground.

“Just what are you, anyway?” he asked. “Why do you seem…familiar?”

“Lex!” Clark grumbled, getting to his feet. “Snap out of it!”

“Will you give it up, punk!” he responded. “Lex can’t see you, he can’t hear you…! I’m in charge now!”

Clark rushed him again, but was stopped by an amber energy field.

“Like it?” K’Var asked. “I fine-tuned this body to give me just the right amount of power I would need. I based this on Zan’s shield.”

He dropped the field and let loose another energy blast.

*****

“You realize what you’re doing, don’t you Kent?!” Pierce asked, as he tried to pick himself off the ground. “You’re dooming us all!”

“Stay down!” Max commanded him. “You’re outnumbered here, Pierce!”

“What are you going to do, freak?” he asked. “Kill me like you did my brother?”

“No, and I didn’t!” Max argued. “But I will stop you!”

Pierce laughed, then pulled something out of his jacket.

“We’ll just see about that!” he spat, then opened his hand to reveal a piece of glowing green rock.

“Oh my god!” Martha screamed.

The three of them stepped back.

“What is…?” Max asked.

“Meteor rock!” Jonathan answered. “Get that thing away from him. You have no idea what it can do!”

Max complied, and used a force blast to propel the rock out of Pierce’s hand, then another one to knock him unconscious.

The glowing rock flew through the air, until it landed in the remains of the UFO museum.

Just then, Chloe heard a crash behind them.

“What’s that?” she asked out loud. She then saw K’Var using his power to toss Clark around.

Eyes narrowing, she picked up the piece of pipe again and ran towards them.

“Leave him alone!” she yelled, hoping that she could strike him before he had the chance to react.

“CHLOE, NO!” Clark protested, but it was too late. K’Var hit her with an energy blast that threw her back towards the rubble. The second she stopped, the ground below her gave way.

“Ahhh!” she screamed, grabbing onto a piece of pipe to stop herself from falling. “HELP! Somebody!”

John had arrived, and ran towards her. However, he suddenly stopped as the fires from the explosion were still blazing. He stood, horrified, as he gazed into the flames.

“No…” he whispered. “I…I…have to…”

He stumbled backwards, trying to get away from the fire.

Max started to rush over as well, but his attention was drawn to Michael and Liz. They were surrounded now, as one of the skins knocked Liz unconscious.

“LEAVE HER ALONE!” Max ordered, letting lose a blast that ruptured the Skin’s safety valve, reducing him to dust.

The only one left was Clark. He ran towards the hole, but the closer he approached the weaker he became.

He fell to his knees, his eyes falling upon the rock nearby with its deathly green glow.

“No…!” he exclaimed.

It was the meteor rock. They had crashed, along with his ship, in Smallville years ago. Whenever he was near one he got weak. Sick. It was the only thing on earth that could hurt, or maybe even kill him.

“HELP!”

His eyes narrowed. He had to do this.

“Hang…on…Chloe!” he said, forcing the words out. He ran towards her at normal speed, not able to use his full powers because of the meteor rock. He reached the hole in the ground, and looked down just in time to see Chloe start to lose her grip.

He grabbed her wrist, stopping her fall.

“Got you!” he said.

Chloe smiled, but her smile soon faded. She saw the veins in Clark’s face begin to stick out, and glow bright green.

“Clark?!” she gasped. “What’s happening to you?”

Clark didn’t answer. All he knew was that he had to get her out of there. With his last ounce of strength, he picked her up and ran with super speed away from the rubble.

*****

K’Var helped Tess to her feet, sending the last remaining skins to hold the others back. While Nikolas helped Pierce up.

“We’ll deal with them when we have more resources!” he told her. “For now, let’s get out to the desert. Once I have that weapon, no one…not even this newcomer will be able to stop me.”

They ran off, as Max helped Liz to her feet.

“Are you ok?” he asked.

Liz nodded.

“You were pretty good,” he told her with a smile. “I didn’t…”

“Hey!” Michael interrupted them. “Where’s Clark?”

Their attention moved over to a blur that suddenly stopped in front of them. Clark put Chloe down on her feet.

“I’m ok!” she told them. “Just find out what’s happening to…”

Before she could finish, Clark collapsed. He law on the ground, his breathing becoming labored.

“CLARK!” she yelled. “What’s happening to you?”

“The…meteor rocks…!” he gasped. “They can hurt me…they can…”

Tears appeared in her eyes.

“You knew that?” she asked. “Why’d you come after me then? Why did you…?”

“I…couldn’t let you…die…” he said. “I…love…”

Then his eyes shut.

“Clark?” she asked, in tears. “CLARK?!”

The others ran up to the two of them.

“What is it?” Martha demanded. “What’s wrong with him?!”

Chloe looked up, crying.

“He’s not breathing…”

TO BE CONTINUED...

NEXT: Max and Liz race against the clock to save Clark. But will it be enough. Plus, the secret of Clark’s identity is finally revealed…but is anybody ready for the ramifications of it?

Stay tuned for ‘The Last Son Of Krypton’!