Disclaimer- I do not own Smallville or its characters. Nor am I in any way making profit off of it. This is purely for entertainment value.

AN: I think like others, I feel Smallville in its last few seasons, was filled with missed opportunities and outright stupid plot lines. (The Chlark angle from the end of season 1 was one of the biggest 'misses' as far as I'm concerned) In fact, by the start of season 7, the series was effectively being flushed down the toilet. IMO. So, to this day there are some episodes from seasons 7, 8, 9, 10 that I have not actually seen. Nor am I in a rush to do so. That being said, I still got the pertinent plot points. Kara showing up-then disappearing into future, (what's the point of bringing in such a character, if she's going to turn around and disappear?) Chloe marrying Jimmy "The Infuriator" Olsen (insert eye roll), the completely unnecessary and idiotic season 9 Kandorian plot line, Zod 2.0, the whole Blur thing, the Clois slant-when the two actors involved didn't have any chemistry together wasn't even remotely believable to me, Darkseid the badest bad-ass that he is, has his plot line resolved in a single season where he ultimately tries to ram Apokolips into Earth. Seriously?! If I didn't know any better, I'd say all these ideas came from bad fan fiction writers. Just for the record, it wasn't me...

SUMMARY: Basically in my version of Smallville, the Darkseid plot line in Season 10 is played out over 2 years instead of just one. However, thanks to Clark being a Lana obsessed, whiny bitch, the good guys are not prepared for Darkseid's attack. With the Armies of Apokolips swarming out of Boom Tubes across the Earth, the JLA is quickly overwhelmed. Clark ends up using the Crystal from "Reckoning" to go back in time to the beginning of the Smallville series. For those screaming "Jor-El said Clark could only use that crystal once." First, Jor-El didn't want Clark to get used to having a "reset button." That's right, Jor-El knew Clark was a whiny bitch, too. Secondly, if Clark used the crystal to travel back in time, he would arrive before he used the crystal to begin with. Therefore, the crystal would be available for use again. You got to love those time paradoxes...

Anyway, Clark arrives in 2001 in his 15-year old body. He'll use his knowledge of the coming 11 years to his advantage. He'll be a more mature Clark Kent. (Nota whiny bitch.) This Smallville redux will also be more realistic. The unnecessary teenage angst/drama will be toned down. The characters won't be restricted to network approved language. That's right people, teenagers use fowl language. You know, like in the real world. Clark will not always see things as only black & white. He will see the gray areas too, where sometimes you might have to lie, cheat and steal a bit to stop the bad guys. I hope everyone enjoys THIS Smallville.

For Geographic Reference: Metropolis replaces Kansas City, Kansas. With the Kansas & Missouri Rivers passing through parts of town and a man-made lake near down town Metropolis. This explains the shots of Smallville's Metropolis being near a large body of water I have seen, even though we all know Kansas is land locked. And to fit the "You can see the Metropolis skyline from Smallville" reference & explain the easy Smallville-Metropolis commutes for the characters, Smallville replaces the real town of Lawrence, Kansas. With the Nearby Clinton Lake being replaced by Crater Lake.(google map it) Also, the on screen references to Metropolis being 2 to 3 hours away from Smallville, I will leave as exaggerations by the show's characters. Metropolis will be around 30-60 minutes away, depending on what part of the city a person is coming from or going to.

Anyway, on with the show...

SMALLVILLE

SHADES OF GREY

Fortress Of Solitude

Northeast Greenland National Park, Greenland

July 4, 2012

Prologue

Last Two Standing

Fifty five days...

Who knew that an entire world could be conquered in less than two months? Who knew that when the invasion began, that the Heroes of the Justice League would find themselves so ill prepared? Or that on the same day that humanity's freedom died, there would only be two Justice League members left alive?

Clark Kent and Chloe Queen certainly hadn't.

"We don't have much time. Darkseid will detect the power spike from the portal." Stated Clark, immediately after they were transported from the Kawachi Caves to the Fortress.

Looking at him expectantly, Chloe zipped up her jacket and stuffed her hands in her pockets in an attempt to ward off the cold. "Why the hell are we here, Clark?" She asked.

"To stop Darkseid. We still have one last shot to save Earth." Replied Clark in a tired voice.

It was difficult for him to remember ever being this worn out. For the last six days, they hadn't been able get more than an hour or two of sleep before Darkseid and his Armies of Apokolips would start to close in on their position. Clark had been flying them back and forth across the globe in a effort to keep them one step ahead of their pursuers.

As they now stood in the last physical evidence of a once great civilization, Chloe's sardonic wit surfaced for the first time in days.

"Are you sure you're not just saying that to make me feel better?" She asked with a smirk and a sideways glance.

"Ah, there's my girl. I was starting to wonder where you'd gone to." Returned Clark with a gentle smile as he wrapped an arm around her shoulders, pulling her into an equally gentle hug.

"Yeah, well being a fugitive on a conquered world is bad enough, but having your husband turned bad-guy General, leading the manhunt for you is worse." Replied Chloe with a grimace.

"Chloe... I'm sorry about Oliver..."

"Oliver turning on us is not your fault, Clark. He had insecurities about our relationship from the beginning. Darkseid used those insecurities to mess with his head." Returned Chloe, with a determined tone. "So, how do we stop Darkseid from here?"

"By using the time crystal..." Answered Clark, advancing toward the Fortresses' control pillar.

"Time crystal?" Chloe asked, trailing behind Clark. "Wait, you don't mean that crystal you used to undo Lana's death to you? How's that going to help? Won't we just end up right back where we are now? Darkseid will still attack."

"Chloe, we're partly in this situation because of the many mistakes I've made. I wasn't ready for this fight. And because I wasn't ready, the League wasn't ready." Replied Clark, looking over the control pillar's crystals carefully.

"Clark, I know you like to take blame for everything..."

"Chloe, this isn't about assigning blame. It's about accepting responsibility. I resisted Jor-El and embracing my destiny for years-" Clark said absently as he moved several crystals to new slots on the pillar's interface.

"Yeah. Well, I thought that crystal was a one time thing anyway..." Said Chloe, moving closer to observe what her companion was doing.

Clark turned to look at Chloe with a raised eye brow. "You're forgetting about the time paradox that resulted in me using it."

"Come again?" Asked Chloe, raising an eye brow of her own.

"When I used it, time was reset to a time before I used it. Therefore, it's here to be used for the first time." Clark couldn't hold back a small smirk. "Again..."

With that, Chloe pinned him with squinted eyes. "You're a college drop-out. How the Hell did you get so smart?" Even under their current circumstances, Clark couldn't help but smile at hearing patented 'Chloe Sullivan' snark. Something he had been hearing less and less of since her marriage to Oliver. He missed it. "Wait, Jor-El said if you saved Lana, another life would be lost to keep the books balanced. If we do it this time to save all the people that have died because of Darkseid..."

"Kal-El! You must not-" Boomed the Fortresses' AI, before being cut off as Clark quickly removed a crystal from the control pillar.

"What the hell?" Chloe exclaimed as she jerked her head to look at the crystal Clark now held in his hand.

"This crystal," Continued Clark, with a nod toward the crystal he held. "contains the Jor-El AI. I didn't want him interfering..."

"But, Clark..." Said Chloe with a still worried tone.

"Jor-El just didn't want me to grow accustomed with the idea of having the ability to reshape fate on a whim. That kind of thinking could easily lead a person or specifically a Kryptonian, to start to believe they're a god." Said Clark, as he tossed the crystal to the ground.

Chloe looked around the Fortress, slowly completing a full circle. She took a deep breath before facing Clark and speaking again. "Yeah, OK, lets do it."

Clark suddenly got a very uncomfortable air about him. Chloe knew in that instant, what he was about to say to her. He was about to jet off and ditch her. Chloe started to feel a panic she'd felt before. It was the panic she always felt when Clark ran off to save the world. This time however, the panic continued to build like it never had before.

"Clark, you have to take me with you!" She blurted out, her fear clear to hear.

"Chloe-" Started Clark with a gentle voice.

"Clark, please. You're not really going to leave me behind are you?" Asked Chloe, pleading with Clark to deny it.

Before Clark could respond, a distant but still loud explosion shook the Fortress.

"They're here Chloe. Without the AI, it won't take them long to get past the Fortresses' defenses. We don't have time to argue."

"Clark!" Cried Chloe. Now on the verge of tears.

Clark took a step closer to Chloe after another explosion caused several pieces of crystal to fall from above. "Chloe, as soon as I leave, none of this will have happened... Time will be reset."

"But, it won't be reset, it'll be erased! You're leaving me here to die!" Responded Chloe, with tears starting to roll down her cheeks.

The unexpected waterworks caught Clark by surprise. Chloe had been such a font of strength during this entire ordeal. To suddenly see her at her breaking point was disconcerting and worrying.

"Chloe, you're not going to die or be erased. You'll be safe." Reassured Clark, now speaking in a firm voice. Silently, promising to himself to protect her for as long as he had a single breath of life left within his body. Even from her husband, regardless of the man Oliver Queen used to be.

"No Clark, She'll be safe. The teenage girl that I'm not anymore. But, the me that's standing with you now, will be gone forever!" Returned Chloe, in a raised voice. Now shaking from her fear of being left behind more than the Fortresses' near-zero temperature.

Clark, finally understanding what Chloe was so scared of, fought his own tears. Clark couldn't hold back from touching her any longer. Without thought, Clark found himself cupping Chloe's cheeks in his hands. Her breath noticeably hitched at the contact. Chloe, now having his attention, even over the now constant booms coming from outside, continued on.

"Clark, we both know that the big world in the balance choices are not the only things that we both want and need to fix."

"Clark, the last ten years of my life is a big part of what made me the woman I am now. If you don't take me with you, a decade of my life experiences will be gone forever. The teenaged Chloe Sullivan will have different experiences from me. She'll end up being a completely different woman."

Dropping his hands back to his sides, Clark could no longer hold Chloe's gaze, suddenly feeling guilty about what he nearly did to her without thought. She was right. She would have been dead, never to be seen again. So concerned about keeping others from harming her and he nearly killed her himself!

Chloe now seeing that she had gotten through to him, pushed her point home. "Clark, for the first time in years, I can feel that connection we shared when we were younger. "

Before Clark could respond, a harsh voice in the distance broke the moment. "Chloe! I know you're here..."

They both knew the voice well. Oliver Queen, newly appointed General in Darkseid's Armies of Apokolips, cried out in search of his wife. The wife that was forced to abandon him when she realized that she lost him to Darkseid.

"Olie." Whispered Chloe in a sad tone, looking toward the sound of Oliver's voice.

Clark gently pulled Chloe into his arms with one hand, "OK, Chloe, OK. We'll go together." while reaching out to take the time crystal from the control pillar with the other. Looking from the crystal, over to Chloe, Clark said aloud what Chloe still had not. "And maybe the big, world in the balance moments are not the only things we can change..."

Chloe locked eyes with Clark, letting them each see the reawakened love in the others eyes. The love that they only briefly touched upon when they were children. A love that frightened them so much in it's intensity, that neither allowed themselves anything more than a glimpse of it's potential in all the years that followed.

Chloe seeing the intensity in Clark's eyes, started to speak. "Clark, I... I still-" She was cut off as they both were consumed by a bright light just as a Kryptonite tipped arrow passed through where they were standing a moment before.

A/N- I might adjust this slightly. Haven't decided if I got everything I wanted in it. Reviews would be great.