Ms. Klingman had found the tunnels underneath the road. It was a rough journey down with wooden boards covering it partially due to the sheriff getting notice of the situation when Clark Kent fell down into it. However the fast job done to cover up the tunnels seemed more to do with the Luthors doing construction in the sewers. For what, nobody knows. However while Klingman blamed the dusty, wooden boards for why it took a while to get to the floor of the tunnels, it was also her own age at fault for why. She had suffered pain in her joints. Not allowing her the reflexes and strength to have gotten down at fast speeds. She still persisted down. Milton was down there and the boy was still her responsibility. She finally saw light at the bottom. Albeit artificial and dim as LuthorCorp weren't known for paying the most for their workers and their comfort. Victoria moved forward as she landed on the ground. She had moved around the dark tunnel cautiously. Not sure what had happened to Milton or if he was still dangerous. She called out for him inside the narrow tunnels. Hoping for the message to be reflected through the echoes of the place.

"Milton Fine! It's me, Ms. Klingman? I just want to talk." Victoria asked as the words traveled down the tunnels in all directions. The water droplets that fell down to the wet rocks on the ground below were the only sound heard in response. She continued forward until she heard a new noise from one of the diverging tunnels. A large clunking sound traveled far beyond it. She changed her path down this tunnel, expecting the boy, but found someone else. Rather more than one. Both Lex Luthor and Lana Lang followed her down into the tunnels. She was initially startled by them surprising her, but eventually took the situation in. Presumably they took one of the side sewer entrances. They were restricted by LuthorCorp a long time ago, but Victoria presumed that Lex managed some way in. The children were inventive, that's for sure, but she wasn't sure they could make it through what she was searching for.

"What are you doing down here?" Victoria questioningly muttered. She wished not to startle Milton down in the tunnels, but still was surprised to find the children down there. They looked like they were coming up with a million excuses for why, but Victoria knew it was probably to get ahead of themselves and run head first into danger. An adventurous student, and a spoiled billionaire. They would be the first to go into a tunnel looking for trouble.

"We were looking for you… and Milton. You both could be in danger down here" Lana explained. She headed down because Milton might have hurt someone like he hurt Clark, whether he knew it or not, so she had to find him. Lex however had gone down in the tunnels for an entirely different reason. Because it was the best situation he had at that moment. Even with the defenses he had overheard his dad put into these tunnels under Smallville. Even if he had just gotten to know these people, Lex knew he had to warn them.

"There are drilling systems for clearing space in the tunnels. We should get out of here before they activate." Lex said, supporting Lana's argument for escaping the tunnels. Klingman looked forward to the path that she was on, still looking like both statements made had not changed Klingman's mind.

"If I leave, the boy dies in there. You two… should not have come down here. You are saying the risks, well you both just put yourselves in the crosshairs of it. I have this handled. Either stay with the Kents, or go home." Klingman demanded as she continued down her path in the tunnels. Not caring of the wet stones, splashes of murky water, and occasional sewage as she continued.

"You won't be able to cover it all! You need us whether you like it or not! I know you feel you need to do this on your own, but that's not going to save him. Let us help." Lana demanded. She wanted to do something. She knew what Clark felt. Even though she didn't show it then, she knew that if she noticed how Milton was feeling, she could have dealt with it and made sure Clark was never in danger to begin with.

The entity that took Victoria's form had felt Lana's truth. Her strength and determination to help those lost reminded them of someone from their past. They also felt another presence in the tunnels. They found Milton.

The tunnels rocked above them and below. Klingman had gone closer to Lana and Lex and held the kids back away from the tunnel and closer to the exit. Milton's green glowing eyes seen earlier had shone onto him and revealed him to be more mechanical than even before. It also revealed the LuthorCorp drills from Lex's warning being what Milton was wired to. He was shown having an unsettling connection to it. Being covered in wires plugged into the large drill that covered the entire area of the end of the tunnel.

"Where… Is… Kent?" Milton muttered out in a mechanical drawl. There is more clearly someone else controlling the boy. Something more certain than ever before. Klingman simply grabbed the children and ran for the ladder in response. As soon as Victoria made contact with the ladder, she felt a sudden jolt at her fingertips, forcing her away from the ladder.

"Don't touch it! Whatever is happening with Milton is electrifying the ladder." Victoria explained urgently as she moved the kids back to the tunnels behind, rather than in front to escape the drill's path. Lex and Lana heard the drill activating and continued moving faster with Klingman. No matter how tripped up they were by the rocks and water in their path. However, as they were lost from the exit Klingman climbed in from due to the drill forcing them into different paths, they felt a shake. Suddenly, they felt the walls closing in as they realized they had hit a dead end and the drill was still heading towards them with no path to exit out of. Lana stood back against the rocky wall.

"So, being crushed to death next to my teacher and the billionaire that goes to my school. Not exactly how I thought I'd die." Lana blurted out. Lex is puzzled, given the circumstances.

"How did you think you'd die?" Lex questioned. Lana breathed in and out thinking of the answer she had as the machine closed in on them all.

"Probably snakes. Wanted to adventure out so I figured snakes somewhere in the world would be what I'd end up dying from." Lana rambled on. She really didn't know what her last words would be, but she didn't feel like she wanted to go out silent. The entity that took Victoria Klingman's form didn't know whether to reveal the truth to these kids in their last moments, but instead decided to think of a way to get out of this conundrum.

"I just want to say, before I go, that I went to help Clark in order to get away from my father. You asked me why Lana, and I just wanted to admit the truth before we are both crushed by his machine." Lex admitted. He wasn't sure how long he would live and wanted to air out anything so he'd die as an ally to at least someone in his life.

The entity was running out of options. The drill was coming closer and it wasn't stopping. However as they interlaced their fingers with the ground, they drilled their fingers in with the soil, elongating them for distance. They then increase their width to move the soil upwards. The drill was cutting through the soil covering the path, but it was still being slowed down. Klingman wanted to make sure these two had their last moments last. As the two kids closed their eyes and grasped the rocky wall slowly cracking as the drill went forward, they wondered when they wouldn't be able to even feel their own shakes of fear.

Clark, Jonathan, and Martha rushed towards the sewer entrance to the tunnels, but found a lock on it only accessible by LuthorCorp workers for their security, or their drilling maintenance. Clark saw his parents watching out for onlookers as he ripped the steel door off its hinges with minimal struggle. As he climbed down the ladder, he felt a tingling in his nerves as he touched the ladder and climbed down. He felt the low levels of electricity had flown through the bars as he went downward. He looked upwards and realized his parents were about to go down as well.

"Don't! The bars are electrified!" Clark quickly warned. It always worried Clark of what had happened when the world's dangers were invisible to him, but not to others. Nevertheless, he kept them back at the entrance as he dropped down to a small splash of sewage below.

"We'll take another path down." Martha assured her son as she went forward to another entrance. Jonathan travelled behind her, reassuring him he'll be there soon. Clark continued down the tunnels to investigate. He remembered that these were the dark tunnels he fell in when he was younger. They looked very wet and large even now. Though he could tell LuthorCorp had been clearing a lot more areas of it in the last few years. He felt something else, a rumble behind him. He looked back and saw a large machine spinning and turning forward in the opposite direction. Clark never saw this the last time he was down here. He remembered that his mentor from the Torch, Ray Jensen, said he was investigating these tunnels. However he couldn't think about that, he had to find his friends. He felt around the dark halls of dirt and pipes, and he sensed where they could be. Clark had exceptional hearing for picking up these things, but he just hoped it didn't fail him now.

He had felt the cold metal of the pipes and immediately felt that there was drilling rocking the pipes even back here. He realized that the machine was one of the LuthorCorp drills. They haven't shut down here. His friends were in danger!

He sped forward to the point of practically embracing the drill. Clark couldn't afford to wait for his family. He grabbed one of the many wires hanging off the back of it, and pulled. He tried to keep the drill from moving for as long as he could, but the wire snapped under the pressure before the drill had given way. Clark's own strength was at fault there. He also started seeing the drill slowly be interrupted by something on the other end of it. He couldn't see what however due to facing the back of the drill and not the front. It assured him that he had a little bit of time to help save them.

Clark's parents entered through the same side path taken by Victoria earlier. They brought bundles of rope along with them as they rushed in, slightly out of breath.

"Lex, Lana, and Victoria are on the other side of the drill. You'll need this to help stop it." Martha explained while exasperated. She handed the rope to Clark, and Jonathan did as well.

"Will it hold?" Clark questioned. He didn't know his own strength the first time he had tried to stop the drill, but he wanted to make sure he did this time.

"The rope is the same kind my father used when trying to bring in rough cattle. Trust me, it'll work. Just make sure to hold it onto the grips at the different corners of the drill." Jonathan assured him while he pointed out these sections. He helped Clark to keep it secured to the different large tubes and wires of the drill to gain a better grip on it than the first time. "You can do this Clark, I know it. Just keep on pushing and you'll break this thing." Jonathan encouraged. Clark smiled at both Martha and Jonathan, and then pushed forward. He struggled to use himself as a counterweight to the drill's own speed. He could feel the heat emanating from it as it was burning out. On the other side, Lana, Victoria, and Lex all closed their eyes. All of them were sweating from being closed in, but also paralyzed with fear. However they felt the machine being abruptly stopped right before the drill's functions were completed. Lex and Lana exhaled a large sigh of relief, while Klingman smiled knowingly after realizing what, or more accurately, who stopped the drill.

Clark tore back the drill's back end to find Milton faced forward. Now closed off from his friends, they couldn't see him as he confronted the culprit of this crime. Milton was facing back at them, but Clark tried to get his attention. He suddenly twisted his head a full 180, unnerving Clark immensely. Milton's eyes once again shoned a green glow, but because none of the radioactive minerals were in sight, there was no threat to be found. His jaw moved in a mechanical motion once more, and spoke to Clark.

"I found you… Kal-El." The mechanical voice spoke weakly. Whatever it was, it was dying.

"Who is Kal-El?" Clark questioned. This name was a complete mystery and yet out of everyone, it said this to Clark. He needed answers more than anything. Possibly over getting out of this cave.

The creature chuckled. "The Brain Interactive Construct does not answer to your kind. What is to happen in Smallville will happen whether you save the boy or not. This isn't the last time your friends and family will be in danger. This battle... is far from over." Clark was worried. If this "Brainiac" thing can do all of this to Milton. Making him hijack a LuthorCorp drill, and making him try to kill Clark's friends twice now. There's no telling what else. Even with the body he was possessing being broken and decayed from the drill breakage, and overheating, there was no telling what else this monster could do. The body of Milton Fine then died quickly from the internal heat of the drill. Clark had a moment of silence with the body before he moved on to see if his friends were okay. He still wondered if he had learned anything so the boy's death would not be in vain.

Clark got out. He had hugged his parents after everything inside and out of the drill.

"You did it." Martha congratulated while she still held onto her son, but Clark stopped and replied, smiling at them both as he did.

"No, we did it."