DISCLAIMER: I do not own the rights to "Smallville," DC comics, or any of the Superman characters. I just borrow them for my own enjoyment. Please don't sue me. My imagination is wilder than my possessions.

Author's notes: I thought I'd have the second chapter up sooner but a lot of things have happened. I've actually got a lot already written but I am tweaking it all of the time. I hope to have the entire "Pilot" episode of my universe finished before too long.

THANK YOU!: MitchPell, you are so nice to talk to me about this fic and help me figure out what to write when I'm having trouble. Also, thank you for always beta-reading so swiftly. I don't ask for it but you do it and I am very thankful for it. You are a lot of help. : )

Feedback: Please review! I like to know what you all think of my story. Is it the best thing ever? Is it crap? Let me know! I need the help, trust me! : )

MitchPell, thank you.! Yes, Lionel and Liz. I love writing Lionel. Liz and Lionel are going to have a lot of scenes together in this fic. : )

HuffyTheCampfireSlayer, thank you for understanding that this is like the pilot and what I'm trying to convey. I can't wait to see how her and Clark get along too. : )

Merrie, I miss my Lex too! I like my Liz though and I'm glad you do too. ; )

How soon is now: Expect the third chapter in less than a week! I'm going for a record! Whoo! : p

For future chapters: Well, this is based on the "Pilot" episode of "Smallville" and I am linking everyone closer together than they are in the "Smallville" we know now. There will be more chapters that are similar to the "Pilot" and then I will go into episodes, but they will be changed a lot and in a different order. So, it's not going to be like you are reliving the first season of "Smallville." Trust me, it will be entertaining. LOL!

***

The sky was beginning to turn dark as Lana walked towards the cemetery. It was late and she thought no one would be out here at this time of night. The privacy would be nice, she thought. Lana was glad she had worn her heavy jacket because the night air seemed to be getting colder. It was her favorite, a fringed ochre-colored suede that buttoned at the front and at the cuffs. She pulled the wooden buttons though each hole with one hand while carrying a floral bouquet in the other.

Today was the anniversary of her parent's deaths and she wanted to lay some fresh flowers on their graves. Lily of the valley was her mother's favorite, and her father liked chrysanthemums. The white of the lilies with the lavender and pale yellow of the mums looked beautiful together. Nell knew which flowers Lana would want to bring and surprised her with the bouquet after school.

Lana inhaled the spicy sent the bouquet was giving off, then gasped when she saw a person kneeling in front of her parent's graves.

"Who's there?" Grabbing a flashlight from her back pocket, Lana searched the ground slowly and brought the bright light up to the stranger. She took in the black and gray outfit, slim figure, oval face and blue eyes then the auburn hair that reached to her shoulders. Lana recognized the individual even though it had been six years.

Finally a soft voice answered the question. "Lana? It's Liz Luthor. I'm sorry if I scared you." The young woman walked up to Lana with a hand raised to shield her eyes from the light.

The name and voice sent many memories back to Lana, memories that she didn't want brought back up to the surface. She was the last person Lana had expected or wanted to see that night. What was Elizabeth Luthor doing in Smallville, she wondered.

"You didn't scare me." Lana said as she turned off the flashlight and brushed past her to kneel down and lay the bouquet of flowers between the two graves. She looked up at Liz and could tell she had been crying. "How long have you been in Smallville?"

Liz took a few minutes to look at her watch then answered. "For about two hours." She smiled. "I just arrived and decided to come out here first thing."

After reaching to pull some weeds out from around the graves, Lana just sat and looked at her parent's tombstones. She could remember feeling jealousy towards Liz at having been with her parents just before they died. Lana had almost completely forgotten about Liz, but some things you never forgot no matter how hard you tried.

"Did you come just to pay your respects or for another reason?" Lana delivered the line in a cool tone. She couldn't help but wonder at the intentions of a Luthor.

The features on Liz's face hardened. "I am staying in Smallville for a few months. I hope to go back to Metropolis soon." Looking up at the sky, she paused and took a deep breath, letting it out slowly, then looked back down at Lana with a softer expression. "It was nice seeing you again. Now that I'm in town I'll be sure to give you and Nell a call." After that Liz turned to leave.

Lana couldn't help but feel a little guilty at having seemed so rude. "Liz, wait. I'm sure Nell will want to see you. She'll kill me if I don't invite you to sit and talk with us."

Liz turned back around and answered quickly. "No, I appreciate it but I have a lot of unpacking to do and it's getting late."

Lana shook her head in understanding but was interested in finding out why she was in Smallville. "Please, it would only be a short visit."

Liz smiled. "Ok, that would be nice."

***

The house smelled of dried flowers and mint tea when Liz stepped inside the Potter home foyer. It should have been calming but Liz's stomach tied in knots at the familiar surroundings. It had been a long time since she had set foot in this house. Maybe not long enough.

After shrugging off her jacket, Lana took Liz's. "I'll put these up. Why don't you go into the living room? I'm sure Nell is in there."

Liz thanked Lana and walked into the larger room. She spotted Nell sitting in a chair, reading the newspaper, and sipping from a porcelain teacup wearing a dark blue cotton shirt and beige slacks.

Nell was a good friend of her father's and had been ever since Liz could remember. Liz was fifteen the last time she had visited. It seemed like she was a fifteen- year-old girl again, as she watched Nell look up at her with an odd expression on her face.

"Lizzie? Is that you?" Nell set her cup of tea aside and took off her glasses. Getting up from her seat, she walked over to Liz. "It has been way too long. Has it been five years?"

Liz cringed at the use of Lizzie. Only her father got away with calling her that. Instead of admitting the hatred of the childhood nickname, she smiled and replied. "Six, Nell. I hope I'm not intruding."

Nell shook her head in disagreement. "Not at all." She looked her up and down. "To think you were only fifteen the last time I saw you. You haven't aged a bit. England seems to have suited you."

Stifling a laugh, Liz replied. "Yes, I guess it has."

"Where are my manners? Have a seat, Lizzie." They both walked into the living area and sat down. Nell took the overstuffed moss green chair she was occupying earlier and Liz took the seat nearest Nell on a mauve sofa.

Lana walked into the room carrying two cups of steaming tea. After sitting next to Liz on the sofa, she handed one of the beverages to her. Nell started talking once Lana had sat down.

"Well, I can't say I'm completely surprised at seeing you. Your father told me you would be coming to Smallville but I remember him saying it would be sooner than this. You did graduate early, didn't you?"

The cup of tea only met halfway to Liz's mouth. "I'm sorry?" She thought she was hearing things but she wouldn't put it past her father to tell everyone but his only daughter about his plans for her life. "Would you mind repeating that?"

Nell smiled and sipped at her tea slowly before answering. Liz waited patiently trying to focus on a painting being displayed just over Nell's shoulder instead of demanding to be answered immediately. "Your father has been talking about your coming to Smallville for three months. I think it's wonderful that he is letting you take care of the plant. He has always looked out for you. He loves you very much. "

Mustering up a small smile Liz set her cup of tea down carefully onto the saucer laying on the wicker coffee table in front of her. "Of course. He always puts me first above work, the Luthor name, and himself." Apparently the sarcasm in her voice didn't register with Nell because she just kept on talking.

"You are a very lucky young woman to have such a giving father. Many people at your age don't have as much as you have." Nell resumed drinking from her teacup.

Thanks for the reminder that nothing in this world belongs to me. It all belongs to my father. Liz thought bitterly. She briefly wondered where Nell kept her pom-poms and "Go Lionel!" sweater. "Please, Nell, I would appreciate it if you wouldn't talk to my father about my personal life anymore. It's just that, personal. And I know my father might mean well talking to you about it but if you would kindly steer the subject off of me whenever I'm brought up in one of your casual get-togethers, I would be grateful."

Before Nell could speak back Liz got up. "I hate to be rude but I really need to be going. The plane trip from England was very tiring and I haven't slept well since I got back home. I'm sure to have a busy day tomorrow at the plant, as well. If you would excuse me."

Liz walked over to the foyer quickly and Lana followed her. "Let me get your coat, Liz."

Lana came back with the wool black coat after a few moments and walked out the door with Liz. Just as Liz was about to start making her way to her vehicle, she turned and spoke to Lana. "We've both done a lot of growing up in six yeas." She said then paused for a second to study her. "I don't want to go back to the way it was. I think if you as a little sister, Lana. And I hope that we can become closer now that I'm here."

Lana smiled genuinely and nodded in agreement. "Yes, I hope so too. Nell, however, is always going to be like this. She is stubborn..."

Liz finished the sentence. "Like my father." Liz understood the similarities between the two and felt sorry for Lana sometimes. She was certain that Nell controlled Lana a little like Lionel controlled her. "It's ok. She's predictable. I can live with that."

Lana saw the lights going off in some of the rooms in the house and whispered out to Liz, "I think that's my cue. Good night," she said then headed back inside of the house.

Walking out onto the road, Liz enjoyed the quiet and coolness of the night before getting into her car and driving back to the mansion.

***

To be continued.