Claire was currently going to town on the punching bag in the training room venting out some anger seeing the fire swirl on her arms. She continuously wails on the bag and sees Faith enter. Faith smiled knowing at least Joyce is safe in the shop. She looks at the girl and sees she's actually improved a lot during the year, still very angry though.

"You alright in here hothead?" Faith asked.

Claire tuned her out and kept hitting the bag. "Why wouldn't I be?"

Faith walked to the bag and held it steady for her. "Well there's the fact that we lied to you."

Claire stopped hitting the bag and looked to Faith. "No offense, but it was kind of obvious Clark wasn't your run of the mill demon when he hulk smashed the damn commandos. I just don't understand why he didn't tell me. I mean I'm a meteor freak, he's an alien, big friggin deal."

Faith smiled seeing Claire was just pissed he didn't tell her not the whole alien bit. "Clark has a very deeply embedded paranoia in him. It's just about the Kents only flaw. But given what they had to raise I can't really blame them."

"But they told you and the others." Claire pointed out.

"Only because we caught Clark red handed and was leaning towards demon." Faith countered wondering if they would ever know if it weren't for her, B, and Red being burned at the stake.

"What the hell, he's kind of a wussy for the strongest person you'll ever know isn't he?" Claire asked with a smile.

Faith laughed she couldn't help it. "Yeah, but it doesn't change the fact that knowing what Clark is can lead to trouble."

Buffy ran right into the room. "Faith, we got a big problem out here."

"See"

The three slayers ran out and saw Jonathon and Clark come in; Clark was carrying Martha in as he gently put her down on a couch. With how often they come in here and Giles private books furniture on the second story seemed like a good idea. Clark came downstairs and saw the concerned faces of everyone. This nightmare is probably going to get a lot worse before it's over.

Buffy looked at Clark it was obvious what happened. "Fine did this didn't he?"

Clark didn't take his eyes off his mother seeing her breathing so weakly he always figured this would be his dad. "Yeah, apparently it's been in her this whole time. I'm an idiot aren't I? You, Faith, Claire, none of you would have fallen for that."

Faith rolled her eyes he's not the only one that bought it. "Oh please, way Xan tells it, B couldn't tell her squeeze from his psychotic alter ego. And I didn't exactly smack away Ms. Post when she tried to make me her bitch. We have power Clark and when ya do there is always people trying to play you, comes with the territory."

Clark headed for the table and just sat down depressed trying to figure out what to do.

Giles looked at him. "This Milton Fine fellow, what exactly is it that he wants?"

Spike spoke up telling what he knew? "He wants to bring someone back, some Todd bloke not exactly a fearful name."

"You mean Zod?" Clark replied.

Giles and Faith sat down and joined Clark in the sulk fest.

Spike nodded remembering it. "Yeah that's it. The whole world will kneel before Zod."

Giles looked at Faith and saw her. "We were warned about this threat, Clark do you know who Zod is?"

Clark nodded in disgust he should have known. "Yeah, he's a psychopath kryptonian who envisions himself as a god."

Faith glared at him. "OK how come you get to call people psychos and I don't."

"Because Alicia killed a handful of people because she was sick in the head and is getting help for it. Zod killed billions of people because Krypton refused to make him they're unquestioned ruler. If he gets out on Earth it will be the same thing. Mankind won't kneel to a tyrant."

Xander quietly gulped. "OK, so alien invasion, show of hands to say we slay Zod."

Every hand went up. Clark rolled his eyes in frustration as he got up to explain. "Zod is locked in a nice slice of hell right now so there isn't anything he can do until I release him. Fine knows I'm the only one who can."

"So, where is general psycho exactly?" Buffy asked.

Clark looked at her. "A barren wasteland incapable of doing anything as a wraith, trapped for eternity in a hell where nothing ever grows and nothing ever changes."

"So how are you lucky enough to have the sole remaining key?" Chloe asked.

"Because my father was the one that put him there" Clark answered. "Now Fine is holding it against me if I don't let Zod out I'll kill my mother."

"So let the ghosty out we'll exorcise his sorry butt." Willow replied.

"Or It'll pull you into the floor like last time." Giles countered remembering how bad that went.

Clark looked at Giles he suddenly wants to hear that story. "Wouldn't work anyway. He's science made not mystical. He'll just hop into my body and take control."

Buffy sighed taking a seat. "Giving them a big gun and us" She looks at Clark and realized what that meant since Zod might have his memories. "gunless"

Giles looked at it and saw the only horrible solution. "Clark, I think the best solution might be nothing in this case."

"Claire, Giles needs ice." Clark replied.

"What the hell for?" Claire asked as Jonathon got right out of his seat and punched Giles in the face. "Oh, OK"

The young fire starter grabbed a plastic bag, filled it with ice, and tossed it at Joyce. "I have a very hot temperature ice never lasts long with me."

Joyce nodded in understanding and gently held the bag to Giles's eye as Faith rolls her eyes not believing the woman fell for that.

Giles was thankful though he should have seen that coming even though he'd have the same reaction if someone said Buffy or Joy… Jenny. "Clark, you know I'm right on this, doesn't mean I'm happy about it though."

Clark looked around quietly. "And what makes you think Fine will stop at one. He'll just keep killing more and more people especially you guys even if I say yes."

Xander frowned he's suddenly happy to be the Zeppo today. "Say yes you let Zod loose on the world; say no Fine kills more and more people until you figure out a way to stop him. So what do we do?"

Tara went up stairs with Willow to check on Martha she's so weak right now. "C-Clark, how exactly is she infected?"

Clark walked upstairs to her and X-rayed Martha. "Nannites, I guess it would be how he's keeping the virus."

Tara smiled having an idea. "So they're just machines right?"

Clark nodded not seeing where she's going with this. "Yes, why?"

"I need to talk to Willow." Tara said running up the steps taking the redhead with her.

Clark heard them arguing and didn't exactly like it. Faith got up and saw the stare

"You know for someone who's a man of privacy you certainly don't mind invading others." Faith pointed out.

Clark turned to his girlfriend. "I'm not listening just looking… I think those two are involved."

Faith turned to the two wiccas and smiled. "Yeah, keep that to yourself."

Clark's secret keeping ability was proven void when he heard Tara shout. "I'm not letting you do that!"

"You're not the boss of me." Willow countered looking at her girlfriend. "I know it's risky but you're doing a spell to help so why can't I?"

Tara pointed at her. "Look two of these spells are easy enough even if I don't understand how a sunblock spell is supposed to help us. But the other one, its dark magic Willow."

Willow frowned she knows its dark magic but they don't have other options. "I know its dark magic but I also know the risks."

Clark looked at the two. "Whatever you're arguing about, can you get to the point, we're running out of time."

Chloe looked at the clock fifteen minutes to go. "Clark, we are out of time."

Clark looked at the others. "Look, whatever I decide, I don't want to leave you guys alone since Fine can just walk right in."

Xander frowned realizing that could very easily happen. "Don't worry about it CK we can make Buffy the Omega Slayer Buffy's slayer strength, Willow's witchy goodness, Giles brain the ultimate weapon."

"Xander" Giles looked at him surprised.

"I know, I know, now is not the time for jokes." Xander replied.

Giles had a different thought going through his head. "Actually that's bloody brilliant. Clark go, whatever decision you make we'll hold down the fort."

Clark nodded and turned to Willow. "Don't forget that other spell Will I have a feeling I'm going to need it."

Clark went upstairs to check on Martha one last time before he goes. He sees new bruises forming and is too afraid to see just what Brainiac is doing to her exactly.

Martha looked at her son and quickly closed the kryptonite up in a lead box. "You've given me so much happiness, Clark. I don't know what I would've been without you." She chuckled weakly

Clark frowned looking at the bruises on her neck and arm. "Without me, none of this would have happened."

Martha frowned she wishes he could see how much better her life was with him in it and raised her voice. "Don't ever feel guilty about this. Do you hear me? I wouldn't have it any other way. You're gonna be fine. Look at you. You... you're a man now, Clark. A wonderful man. My... my job's done.

Clark shakes his head no in denial he won't lose her not like this. "No, it's not, Mom. You can't say that. You have to fight this."

Martha took his hand in hers doing everything she can to avoid the pain it causes the bruises on her hand. "I love you, Clark. And just because I'm...gone... it doesn't mean my love goes with me. I'll always be in your heart… always."

"I'm not gonna let you die." Clark ran out in a blur.

Cordy frowned realizing how that conversation went. "So, should we get kryptonite weapons to deal with Clark or whoever the hell he is when he gets back?"

Faith put a hand up to stop her. "Don't count him out just yet Cor. Red do the spell."

Clark moved in a blur and quickly approached the Kawatche cave coming to a halt and shouted. "Raiden, please!" Clark looked around and again saw nothing. "You're worthless you know that." Clark moved into the cave and quickly approached the alter and stuck the key in as he is teleported straight to the fortress.

Clark looked at Fine as he comes in. "So, what do you want?"

"I have a feeling you already know Kal El." The machine replied as he put a black crystal in Clark's hands. "Plug it into the console and open the portal for Zod."

Clark looked down at the crystal. "I'm going to make you pay for this."

"To think that you would sacrifice your Kryptonian heritage for a single homo sapien. You are a pitiful disgrace for a kryptonian. Goodbye, Kal-El." Fine replied knowing he could kill Martha at any given time.

Clark looked at the console and then the crystals he's betting as soon as he puts it in Fine will pull out Kryptonite and keep him nice and docile and from there it will be him and Zod vs. the Scoobies, and then the world, six billion people, just to save one who Zod just might kill anyway. Clark realizes what he has to do as a tear runs down his eye. "I'm sorry."

"For turning on you heritage?"

"No" Clark just dropped the crystal and let it hit the floor. "I wasn't talking to you."

Fine looked down at the crystal. "You're willing to kill your own mother just to spite your own people."

"Zod isn't one of my people he lost that right when he lost his body, and my mother would never forgive me if I saved her life at the cost of billions!" Clark shouted.

Fine looked at him with a sick and sadistic grin. Kal El made his choice and now it's on him to respond. "Very well Kal El, I hope you said goodbye to her."

Tara held her hands over Martha this was beyond anything she's ever done before but it's the only thing she can think of as she finishes chanting in Latin as her eyes glow white, one really good deed to make up for what she'll become next year.

The Scoobies watched as Martha started to shake and convulse Jonathon holding on to her hand trying to show her she's not alone. Martha opened her mouth as bits of Black mist kept rising out of it as her bruises and burns kept disappearing.

Buffy watched as the black mist formed into a ball looking kind of like a baby bowling ball.

"Willow, do it now?" Tara ordered still on a high from the magic.

Willow's eyes went black as lightning shot out of her hands coursing through the metal ball flash frying the remnants of Brainiac that were left inside Martha leaving the remnants as nothing but a black ball. Tara's eyes went back to their usual greenish blue as she collapses. Willow's eyes went back to their natural hazel. "Tara!" She quickly lifted the blond witch in her arms. "Come on baby, wake up."

Tara opened her eyes. "That was nifty, metal extraction spell who knew. I miss anything."

Faith shrugged in an innocent smile seeing Martha OK and breathing on her own. "Red outed herself."

Willow just had an innocent blush. "Well, gay now, and we still have to help Clark and ourselves, so back to work, talk later."

Fine looked nervously at Clark he doesn't know what's going on but he can't communicate with the nannites that were left in Martha Kent. "You figured out a way to save dear old mom huh? Well it doesn't matter I'll send a group of me to crush your friends as soon as we're done here."

Clark looked at Fine. "My friends can take care of themselves. And I'll never open the portal for Zod."

"Never is a long time Kal El." Fine waved his arm as a blade struck out at Clark whom quickly caught the arm and threw Fine through the crystal walls.

Fine moved back in a blur and walked right into the arm of Clark as he caught Fine by the throat.

Clark quickly kneed the machine in the stomach followed with a headbutt powerful enough to stagger Fine back.

Fine's eyes glowed red and quickly fired beams of heat at Clark who easily dodged the attack. Fine kept firing but every time he shot at Clark the kryptonian would be either to the left or right easily avoiding the beams. Once Clark was close enough he gripped the machine by the throat and started pushing him to the main console.

Clark smiled the machine edging closer to the crystals but his smile quickly faded when Brainiac not only started holding his own but pushed Clark back until something grabbed Clark from behind and hoisted him up in the air.

Clark looked down and saw what used to be Adam… but he's changed. He looks to be over seven feet tall with blackish green arms and he has no problem holding Clark in place. "So what do you plan to accomplish here Fine?"

Clark does everything he can not to shout out in pain as Adam squeezes down crushing his ribs. Clark looks and sees a blue glow coming from his chest. Guess that's why he's so weak.

Fine smiled hearing Clark shout out in pain. "Our plan is to break you until you open the portal to make the pain stop."

Adam squeezed down on his ribs again and Clark shouted out in pain felling and hearing them crack and break as he coughed up blood from the attack.

Faith watched as everyone watched Willow getting ready to do another spell. "Guys, something's wrong?" Faith shouted and fell on her knees while holding her head.

Buffy went to the other slayer and helped her up and saw Faith has clear white eyes. "Oh, not this again!"

Faith looked at them for a moment before running out the magic shop in a blur similar to Clark.

Buffy turned to Giles. "What the hell was that? I thought Faith and I gave up our krypto powers as soon as the super vamps were dead?"

Giles nodded his head he thought so as well. "Whatever this is, it could be a side effect of Clark saving her life last year."

Willow looked up and that's another spell done. "So, what now?"

Spike looked out the window he didn't see Faith but he did see something else coming their way. Five Milton Fines menacingly walking their way. "Bugger, we're going to have a real bad fight on our hands real soon. Bout time I got a decent brawl. So... what's plan B."

Xander shakes his head, Kryptonian robots with Clark's powers and not his weakness. "Plan B, we need plan C, D, E, we need more alphabet!"

Claire pulled Xander away from the door and rolled her eyes in disbelief. "Easy Xan, the women are starting to panic. If Willow can fry them I can probably burn them."

Willow looked to the others. "I can fry them but I don't have much left."

Giles thought on it. "I looked into magic in case Clark was on red meteor again. I found a paralyzing incantation but you have to be a witch to use it that speaks Sumerian."

Xander had a simple smile. "Great all we need is a super Buffy with slayer strength, Willow's withchy goodness, Giles watcher knowledge, and my never say die spirit." Xander looked at Giles face and looked to the floor. "I know I'm full of useful ideas."

"Actually you are." Giles replied grabbing ingredients off the shelves and giving them to Joyce, Martha, Jonathon, and Cordelia.

Cordelia looked at what Giles put in her hand a gourd. "What the heck am I supposed to do with this?"

Adam held Clark still as he gasped for breath. Fine smiled at him as his finger became a dagger and stuck it into Clark's side missing everyhting vital. "Open the portal Kal El and your misery will stop."

"Never" Clark replied as he spat blood on Fine.

Faith came through the portal as her eyes turned back to human. She saw the picture and quickly jumped on the alter and jumped off it kicking Adam in the back of the head freeing Clark.

Fine smiled looking at Faith. "Nice try Jor El, but your oracle can't hurt me this time, I've upgraded."

"No, but I can."

Fine turned around and Clark had him by the throat and Fine acted quick pulling out green kryptonite.

Clark backed up quickly but felt nothing, the shroud of ra, the spell that can cut him off from kryptonite and sunlight radiation. "Thanks guys" He boots Fine into Adam knocking both creations down as they hobble about getting back to their feet.

Faith looked at Clark. "Nice crib, you should bring me here more often."

"I'll keep that in mind." Clark quipped as Fine and Adam got to their feet.

Fine stared at the last son of Krypton and the Boston slayer. "You have only delayed the inevitable Kal El."

"Fine is mine." Clark replied looking at him with unwavering eyes.

Faith had a quiet smile. "Leftovers are fine with me."

Author's Notes

Thanks for the reviews

Faith is not gaining kryptonian powers I assure you. She was just Jor El's oracle like Lionel in season 5