Emmeline supposed a part of her always knew that Lana had to have found some kind of romantic interest in Paris. But it was a shock to her that that person was none other than Coach Teague.

Of course, when the school found out about this relationship, the coach had been fired as it was against the rules for students and faculty to date.

Emmeline knew that Lana was 18 and therefore it was legal, but it still seemed a little weird to her.

All thoughts of weirdness were put out of her mind when she heard that Jason had taken a massive fall at the Talon and was now in a coma at the hospital.

She, Chloe, and Clark all went over for moral support.

And support was needed.

When they got there, Lana was sitting next to his bed looking like a complete emotional wreck.

"Hey," Chloe said gently as they walked in. "How's he doing?"

Lana wiped away the tears falling down her cheeks. "The doctors don't know. His heart's beating a mile a minute, and they can't get his blood pressure down."

"That's a little bit odd for someone who's unconscious, isn't it?"

"They said he's in some sort of a panic mode, like he's having a severe nightmare."

"What happened?" Clark asked.

"He, um, came by the Talon to pick me up for lunch, and I ran upstairs to grab a jacket."

Chloe looked at her concerned when her friend paused. "And?"

Lana began to get more choked up. "And I heard a crash. That's it. He's been…he's been perfectly healthy, but the doctors say that if they can't get his heart rate down that he could have a heart attack."

Clark walked over to the bedside. "They must have some idea of what caused this."

"I wish I could help them. But he was just studying all morning before he came to the apartment. The first time I saw him, he was lying on the Talon floor."

"Well, let us know if there's anything we can do to help, okay?" Chloe told her.

Lana nodded before she recalled what she needed. "They need his insurance card. It's, um, it's in my apartment. Could you guys go get it for me? I don't want to leave his side."

"Yeah, okay."

The three of them sorrowfully left the hospital room and headed over to the apartment above the Talon.

The two girls looked over and saw Clark staring wishfully at a picture of Lana and Jason.

Chloe sighed with a small smile. "Clark, I don't mean to go all Dr. Phil on you, but don't you think that you should, uh, admit that they're in a relationship?"

"Come on, Chloe," Clark said, attempting and failing to hide his hurt. "I'm past that."

"Yeah, I should've known by that crippling stare on your face ever since you walked in the apartment."

Clark walked away from her. "I just could've used more time to ease into it, you know?"

"Clark, you were in love with her. That's not something you just ease out of."

"It's just by the time I found out, they were already this serious thing."

"Yeah. But we all keep secrets for our own reasons. I don't think I have to tell you that."

Emmeline shrugged her shoulders in agreement when Clark didn't say anything.

Chloe began digging through Jason's backpack looking for something that would tell her why he was in the hospital about to die.

"I don't think going through Jason's personal things falls under your snoop jurisdiction," Clark told her.

Chloe pulled a PDA out of his bag. "Well, I'll take my chances with the jury on this one. I think maybe if we backtrack through Jason's last couple of days, it might help." She pushed a few buttons on the PDA. "Oh. Jason had a meeting at LuthorCorp this morning."

"Why didn't Lana say something?"

"Maybe she didn't know."

In order to get some answers, they dropped off the insurance card with Lana at the hospital and then went over to LuthorCorp.

To their surprise, almost no one was at the plant.

"This place seems dead," Clark remarked.

"Yeah," Chloe answered. "My dad used to work the overtime shifts on Saturdays. This lot should be full by now."

She pulled out a security card and used it to open the gate.

"Where do you think everybody is?"

"I don't know. But while you're talking to Lex, Em and I are gonna give ourselves a little backstage tour."

The two girls used Chloe's pass to get inside the plant and traverse the hallways. They should've passed by at least five people, but not a single person was inside the part of the plant they were in.

"What do you think we're going to find?" Emmeline asked.

"Inside LuthorCorp? Anything," Chloe responded.

They walked down a small set of stairs when Chloe suddenly looked up at the ceiling.

"Chloe?" Emmeline asked. "Did you see something?"

Chloe didn't answer her.

The blonde slowly made her way down the hall into one of the rooms. Emmeline followed her, confused at the unusual behavior.

"Mom?" Chloe whispered.

Emmeline looked at her in concern. "Chloe…there's nothing there."

Chloe took a couple more steps forward. Then she hesitantly put her hand out in front of her as if she was trying to touch something before pulling her hand back again. After a small pause, she repeated the action.

Suddenly, she flinched. Then she started screaming.

"Chloe!" Emmeline exclaimed. She looked at where Chloe was looking and still saw nothing.

Chloe looked down at her crossed arms that she couldn't seem to be able to uncross and started thrashing and crying out "No!" over and over again. She ran out of the room, still thrashing and screaming.

Emmeline ran after her in a panic.

"Chloe! Nothing's wrong! You're okay!"

Chloe ignored her.

Clark ran up to them, and she ran straight into Clark's arms where she passed out, covered in a sheen of cold sweat.

"What happened?" Clark asked frantically.

"I don't know!" Emmeline cried. "She whispered 'Mom' and then she just started screaming her head off. And she didn't take any notice of me. It was like I wasn't even there." She looked at him fearfully. "Clark, what is happening?"


After taking Chloe to the hospital to join the other patients who had somehow come down with the same thing, Emmeline joined Lana and Clark at the Torch office. She couldn't bear to see her best friend in such a state of pain.

"Have you found anything?" she asked as she stepped inside.

"Not yet," Clark told her. "But I'm looking up the satellite images of Smallville now. How's Chloe?"

"The same as Jason. Her heart rate is ridiculously high and she's constantly sweating as if she's been running or something."

Lana sighed heavily. "We know that Jason was in town by nine o'clock."

Clark looked at the computer. "Well, according to the hourly satellite images, we had clear skies all morning."

"Hourly? Can we get a bit more specific than that?"

"I'll try."

As Clark typed information into the computer, Lana started to pace. "You know, I just don't understand why Jason wouldn't tell me that he had a meeting at LuthorCorp."

"It might've been a blow to his pride, accepting Lex's offer."

"Well, maybe that's what all of this has been about." Clark turned to look at her. "I've been getting this feeling lately that there's something he hasn't been telling me."

"Maybe he thought you'd see him differently if you found out."

Emmeline was a little taken aback that he was using the same words she had said to him when they had talked about his friendship with Lex. Was this the first time he had ever repeated something she said to him to someone else? Was she really that inspiring to him?

"Do you really think that I'm that shallow, Clark?" Lana asked quietly.

"It's not being shallow," Emmeline answered for him. "It's human nature. A lot of the time, we do look at people differently when we find out certain things about them, and it's not always intentional."

Lana paused for a moment, considering her answer, when she noticed something on the screen behind Clark. "Look at that."

The three of them looked at the screen to find a green cloud forming over Kansas for a few seconds before disappearing.

"It looks like that cloud came out of nowhere," Clark said.

"And then it's completely gone five minutes later," Lana noticed.

"It covered two miles before it dissipated."

"Why would a cloud just appear like that?"

"Maybe it's not a cloud. Maybe it's pollution or smoke or something."

"Well, if that's the county line, then Chloe's house was right in the middle of it."

"So is LuthorCorp."

Clark got up from the computer and began scanning through some of Chloe's files.

"What do you think that cloud is?" Emmeline asked. "Is it the same thing that made Chloe go nuts at LuthorCorp?"

"It has to be. But I don't get what it was. Maybe some kind of chemical? But shouldn't we have known about this if that was the case?"

"It was gone pretty quickly. Maybe they didn't know it had gotten out."

"Or maybe they did and were trying to keep it quiet. It would explain why there weren't many people working at the plant today."

The both of them were abruptly knocked out of their conversation when Lana began screaming at the top of her lungs.

Clark quickly caught her as she passed out…just like Chloe.

Emmeline terrified eyes met Clark.

If this mysterious gas had now infected Lana, how much more time did she have before it hit her?


Clark and Emmeline raced to the hospital with Lana in Clark's arms.

"I need a doctor!" he yelled as he ran inside, Emmeline trailing behind him. "I need a doctor!"

Clark placed Lana down on one of the gurneys and a couple doctors rolled her away.

Emmeline looked around her in horror. All of the rooms were filled with fast-beeping monitors, and multiple gurneys crowded the hallways with people on them twitching in fear in their unconsciousness. Everyone was covered in a layer of panicked sweat.

Suddenly, Emmeline's head began to spin.

When she opened her eyes again, the hospital was dark and the gurneys had disappeared.

"Oh, no," she whispered.

She slowly walked down the halls, her heart pounding in her chest so hard that it hurt. She was terrified about what she was about to face.

Someone grabbed her from behind and forced her to turn around.

"Pete?" she gasped.

Pete smirked at her. "You really thought that I loved you? Who could ever love someone like you?"

Emmeline pushed herself out of his grasp. She hurried down the long hallway in order to get away from his awful words.

Someone else grabbed her.

"Hannah?"

"I gave you up for a good reason," her biological mother said angrily. "You are way too much trouble to deal with. Giving you up was the best decision I ever made."

Before Emmeline could run further, yet another person grabbed her.

"Lana?"

"Did you believe that someone as popular and beautiful as I am would ever befriend the quiet girl? We're from two different worlds. And my world is one you will never be good enough for."

Lana shoved her off onto someone else.

"Chloe."

"I can't believe you actually thought I was your best friend. I only ever hung out with you to make myself look better by comparison. Anyone can see that I'm the better choice out of the two of us."

Emmeline felt tears running down her cheeks. She looked down the hallway and saw her parents.

"Mom? Dad?"

"We never should've adopted you," her father said coldly. "We would've been happier without having to waste our time with you."

"Without you, I wouldn't be sick right now," her mother told her. "I wouldn't be fighting for my life! This is all your fault!"

"I'm so sorry, Mom," Emmeline cried.

Another person grabbed her, and her heart sank.

"Clark?"

Clark gave her the nastiest look she had ever seen on him. "You were never my friend. I have plenty of other friends who are much better than you. How could you even compare to Lana? I could never care about you when I have her. Even Chloe is better for me that you are. You are worth nothing to me."

Everyone Emmeline had been grabbed by circled around her, yelling out taunts and jeers. She placed her hands over her ears to try to block them out, but it didn't work.

Suddenly, someone grabbed her face and forced her to look over, the nails digging into her cheeks.

Emmeline's eyes widened in horror when she saw that she was looking at a monsterized version of herself.

Her hair was stringy, her skin was melting, her eyes were nothing but black holes, and her mouth was spread out in a sick grin.

"They're all better off without you," the monster said to her in a warped voice. "They hate you."

Emmeline screamed.


Clark bolted up on a gurney.

He looked around him and saw that he was back in the hospital and nothing had changed.

He breathed a sigh of relief. Everything with Lana had just been a nightmare. His worst fear.

When he hopped down off the gurney, his heart sank.

"Em?"

Emmeline lay on a gurney next to him, covered in a layer of sweat. The heart monitor next to her beeped rapidly, alerting no one that her heart rate was too high.

"Emmeline," he said quietly.

He gently took her face in his hands. Her head twitched in his hold, and her breathing came in short gasps, stuck in whatever hellish nightmare she was experiencing.

Clark quickly left the hospital, more determined than ever to find a cure.


Thankfully, a cure was found and Jason, Lana, Chloe, and Emmeline all managed to get out of their own personal nightmares.

They all took a day to recoup before Chloe was at it inside the Torch office once again.

"Hey, Em!" Clark called as he caught up with her in the halls. "How are you feeling?"

"Still trying to shake off what I saw," she answered.

"What was it? If you don't mind my asking."

Emmeline took a small breath. "Everyone I ever loved showed me just how much they didn't need me. How they were better off without me."

"I can't imagine what that must've been like."

"It was definitely a relief to wake up from that."

"Was…was I there?"

It took a moment before Emmeline nodded. "Yeah."

"What did I say?"

"Are you sure you want to know?"

"Actually, no. No, I don't. Just know that whatever my nightmare self said, it wasn't true."

Emmeline smiled. "I know that, Clark."

"Because there wasn't a whole lot that was scarier than waking up and seeing you lying on the stretcher next to me."

"How did you wake up?"

"I'm not entirely sure."

"Well, it doesn't really matter because we're all fine."

"Yes, we are."

When Clark and Emmeline entered the Torch office, Chloe angrily put down the phone.

"I can't get a statement from LuthorCorp. I mean, a huge chemical explosion causes everybody to relive their worst nightmares? What is that?! And then there's no sign of a lawsuit. I mean, it's like this whole thing is just being completely forgotten about!" She looked up and saw how they were looking at her. "What?! What?!" Clark and Emmeline exchanged a glance. "What?"

Clark put down his bag. "I've seen you worked up before, but this is more than amped, even for you."

Chloe calmed down a little. "I guess it's just displaced anxiety."

The both of them looked at her, waiting for her to continue.

"I found my mom, guys," she said softly.

There was a pause as they processed what she had just told them.

"Wow," Clark finally said. "That's…Chloe, that's great."

"Yeah, I mean I put my feelers out for years, and something, three months ago, finally came through, so….um, it turns out she's, um…not exactly MIA, so to speak." Chloe's eyes watered and she could barely get the next words out. "She's in a mental institution."

Emmeline quickly went over to her and put her arm around her shoulders comfortingly.

Clark's brow furrowed in sympathy. "I'm sorry."

"The real kicker is it's hereditary."

"Listen, hey," he said firmly as he put his hands on her arms. "If there's one thing that I've learned, it's that you're not destined to follow in your parents' footsteps, all right?"

Chloe nodded a little and wiped her eyes. "Yeah, thanks." She smiled a little and went over to her desk. "So, popular question of the day. What is Clark Kent's worst nightmare?"

Clark looked up at her. "When I woke up. Everyone that I knew was gone. I was completely alone."

"I wish I could say that I'll always be there for you, but somehow I get the feeling that may not be a promise I can keep." She went over and sat next to him. "You were the only one who came out of it, Clark, and I don't think it's because you've been taking your vitamins."

"Chloe…"

"Look, you know what? You don't have to tell me. I know that I gave you my word that I was going to stop all this prying, but…in these last few months, I really got a taste of what it was like to keep my mom's secret, and I've never felt more alone."

"It's weird when people think they're so close to you but have no idea what you're really going through."

"Yeah. I'd hate to live my whole life like this. But after fessing up, it's amazing how quickly that feeling of loneliness disappears. I mean, if you can't tell your best friends, who can you tell? Right, Clark?"

Clark looked at her thoughtfully, wishing desperately that he could just tell his two closest friends his deepest secret.