The light from outside the crack in the ground started to shrink while root systems and dirt descended had taken its place. Lana's fall had her sight blurred by the sudden pace at which she was brought to in her descent. Trails of mud and rubble scraped against Lana in the struggle for her to stay upright. However upon the second roll down this hole, Lana moved her arm forward. Forcing it forward, she grabbed some roots. Sighing after gaining a strong grip on the roots, she tried pulling up to the crevice of the tunnel. Just as she nearly got a hold up forward, the roots weren't as strong as Lana had hoped. She fell once more. Luckily the temporary stop had the landing interrupted slightly, but it was still a long way down.

Eventually as the speed blurred her environment once more, Lana's sights froze together as everything came to an exact stop. Breaking her arm entirely as it was the brace of the fall to the dirt below, she screamed in pain. Lana was unable to see anything beyond darkness as she looked for some bit of help. A brace, a hole she could call to for some help outside, anything. None of that was down below. Lana shed tears of despair as she was in agonizing pain down in the dark and cold caverns below her hometown. A gaping wound was what she ended up facing for the fall along with many cuts and scrapes. All for rebellion, she lost everyone she not only ran away from, but also those she ran to. Hank, Victoria, Lex, and even Clark. All that was left was pitch black darkness as far as her eyes could see. Loneliness encompassing the empty caves. However, one thing in the dirt and mud remained that Lana could see if she squinted. Some small shimmer of light that was further away from her. Focusing up, Lana looked at a yellow light that was almost like a pocket of the sun itself. It shined on her this deep down underground.

"Anyone- Anyone down here?" Lana struggled to call out. Even with its extreme warmth in a cave so cold, this light could just be any other flashlight with Lana still just in shock from the pain. This wasn't true though. As she stumbled forward for a closer look, what she saw of the light was some kind of miniature sun growing out of some organism both plugged in and growing from the wall in front of her. It seemed like the tunnels built by LuthorCorp reached down there partially. This sun's heat grew more in a light warmth and light. Similar to a flower itself on a sunny day more than an entire sun. Lana felt the warmth pulling on her. Almost like it was the only option down in the chasm. Though the intense heat was painful the closer she was drawn to it. Causing her to push back away. Almost like the short amount of pain of static electricity, but greater in the short burst, Lana was hesitant to feel this energy source calling to her being again. For now simply sitting next to it for minimal warmth.

The light generated was hard to not stare at. It never stopped pulling to Lana. This energy that almost told her to grab it. Her broken limbs and the cold air around her certainly didn't make it easy to disagree or resist the call forward to it. In the end, Lana didn't resist. Her will was strong, but after hours, she was drawn to this flaming light. She wasn't sure, but it looked like Lana's hands were glowing now due to her close proximity. Whether it was all due to her injuries or because she was about to make a horrible mistake, Lana didn't care. Her body was acting on its own accord, and this moved her to the unknown danger.

In the mechanical tunnels of Smallville, the maze-like path consisted of metal tubes and wires. Ones that went downwards and upwards through a dark smoke filled haze. Those travelling through these paths were Clark Kent, and his school teacher, Victoria Klingman. Though as Clark recently learned, she was actually J'onn J'onzz in disguise. A shapeshifting alien from the planet Mars.

Their journey took them through marks of cloth, dents in the pipes, and more scratches left by Clark's teacher, Ray Jensen. Clark and J'onn's look into their respective secrets led them into this journey of saving one life trapped down below for way too long. It looked like they were close however. There were less signs of age on Jensen's left over evidence of his time in the tunnels.

"We're close." Clark announced to J'onn as he saw another marking on the pipe. They moved through into one of the larger tunnels where the two of them were free from being trapped under wires, cables, and pipes, J'onn looked to see that they were finally clear. "No minds around seem to be focused on following us or are close by… except one." J'onn informed Clark.

"Where- where could we hide? To figure out a way to get past them." Clark suggested. Instead of listening however, J'onn kept on focusing on this human's mind. Finding it scattered, but J'onn located who it was.

"I don't think we have to. It's him." J'onn started focusing on picking up on a location. "It's Ray. We found him." J'onn revealed, while he gestured for Clark to follow him around the corner. Both of them moved to this continuing path across a narrow passage. Ray was seen in the middle of it. He was pinned under debris scattered across. Some tentacles and veins inside the debris reinforced its hold over Ray as well. It seemed that Ray was also injured underneath this weight over him. Having had his blood flow cut off slowly. Along with this, Jensen had some kind of marking on his neck that was visible due to his tattered clothes. A purple infection that looked similar to a large bruise.

Ray saw the two of them. Still aching in pain on the floor. However he reached his hand out with Clark holding onto him. "It's me, Mr. Jensen. I'm here." Clark assured. Ray recognized both of them. Clark was his gifted student, and Victoria Klingman was the history teacher a couple of halls down. He didn't know much about the latter, but knew he was nevertheless saved.

Clark gripped Jensen tight with J'onn reminding him subtly to ease his grip. Having someone else to know about his abilities certainly eased Clark in cases like this. Now both of the alien beings pulled him up with their combined strength, along with J'onn pulling off the debris that covered Ray, now allowing him freedom.

While barely able to stand, Klingman held him the best she could. J'onn faking this form's lack of strength was just enough to make it believable. Though given that whatever was draining his abilities was still in effect, not all of his struggle was fake.

"Clark… Thank you..." Jensen was grateful for the rescue, though had still staggered completely from the injuries he suffered after being sent down into the tunnels. Luckily, Clark and J'onn were there to get Ray out. Moving through the tunnel to get back to an exit point, Clark realized they were too far down by what he had heard. Crawling through the maze was easy for two aliens, but with them carrying Jensen back, they would need to go through official maintenance entrances and exits. Luckily, with both Clark's enhanced strength and J'onn's own abilities, they were faster at their move through these paths. Nearly halfway to the ladder up to the surface, they kept moving.

"So… Cold..." Ray struggled to hold on so Clark lifted him up some more. He held Jensen in place so he wouldn't slip again. It was his responsibility to get him out of these tunnels. Their work together brought Jensen down underneath Smallville. A fact Clark felt guilty about.

"Don't worry, Ray. We'll get back above ground soon. Getting you home as soon as we can." Clark assured. Still determined as ever to at least try to free him. J'onn did not share his optimism of the current situation though.

A humming noise started to get closer as they got further along however. Even J'onn could hear it. Jensen was more sensitive to it than the both of them however. Lights were starting to flicker where there was previously none. The hallway was getting darker when they were closer to the light coming out of the way out. In fact, J'onn saw the moonlight very clearly when they were further back coming from the path they were taking.

As the three of them felt a rumble under their feet, A wall to the side crumbled to dust. The two strangers from other worlds cleared their eyes as the dust dissipated. What was beyond looked to be a mechanical body of some kind mixed with wires made of flesh. A metal skull was all that took the place of the head as these wires were merged with the wall. Not sure when the form of this room began and this mechanical form ended.

A crack snapped to life in the wall formation. Releasing an arm and revealing part of what separated it all from the full wall. Still, debris remained on this form as it lifted itself further. More body parts had started breaking free from it's hold to the wall's surface as rocks remaining from it landed on the floor. Booming impacts were made onto the grated floor below which dented at each entry made to the ground. "Kal-El, J'onn J'onzz, Raymond Jensen." A digitized voice had announced this. Seemingly echoing from the skull itself. This caught both Clark and J'onn's attention as they've heard both names before. Clark even less so. However, Ray was barely conscious enough to process his close surroundings. Keeping J'onn and Clark focused on the skull. However the skull whirred to life with a similar noise to the Brain InterActive Construct, or 'Brainiac' as Clark previously called it.

"Get Jensen out of here. I'll hold this thing off." J'onn demanded. Staying in front as Clark held Ray up. The robotic body dashed forward, aiming past the martian for Clark and Ray. However, Brainiac was stopped in his tracks by J'onn, who morphed his current human arm to be the size necessary to match.

Brainiac then reached forward faster than a normal eye could percieve in order to lock J'onn's hand into the wall behind him using a metal clasp that tightened with each cylinder's twist inside the mechanism. "Profiling has completed. Green Martian. Battle scars and their age even under morphed tissue suggest a 72.4% possibility of you being a Manhunter. One of Mars." Brainiac calculated as J'onn struggled under the device's crushing pain. Experiencing a delay on his powers at times from whatever has trapped him in Victoria Klingman's form.

Extruding sharp talons from scaly microbial sized formations in between his fingers, Brainiac caused them to spin. J'onn surmised that something this precise was too small for combat. Brainiac was attempting to torture and dissect him. He was focused on a clear goal that J'onn could not let him accomplish. For both Clark's safety and his own. Eventually, he was able to phase through Brainiac's grip before the drill could reach his skin.

Solidifying his molecules once more, J'onn increased his mass in the build up for a hit on Brainiac. This collected velocity in his punch along with his own shapeshifting abilities allowed him to condense the weight of the impact. This only left a dent in the structure of Brainiac's torso. Though Brainiac's reaction to this was to transform his drill apparatus into a fist's shape to mimic J'onn's own. This time he attempted to hit him and succeeded at this speed, but followed it up with many jabs to J'onn's side, all with one arm which moved in at a ferocious speed. J'onn normally could summon the strength to move with his own superior speed, but his strength felt sapped. He wasn't as powerful when locked in this human form now that something dampened his abilities.

"You are weaker, martian. Lacking the unique advantages of your species. It will be useful to collect a sample before collection in order to find out what was faulty… before replication." Brainiac savored this moment. Having taunted J'onn of his failure in his weakened form. J'onn was simply enraged. He couldn't protect those around him like he could on his own planet. Therefore the only option was to put what he had left into this offense. "I still have what I need to stop you. For what you did to the boy." J'onn declared. Still staggered by what little remained in him.

"Simple casualty of my mission on this planet. To collect. As it always has been." Brainiac put this matter of factly. He saw this task on Smallville as simply completing a list of actions rather than their effects on others. Though J'onn never would see it that way.

Charging forward with a scream, J'onn pushed Brainiac back. Never letting up in tackling the mechanical threat. Clark looked back while still walking away with Jensen. Still weak, but he held onto Clark the best he could.

"Clark, what happened to Victoria? Where did she-" Jensen questioned what was going on even if he could barely process events at the moment, but Clark had to cover for what little he was piecing together. He may be pissed at J'onn currently, but this was still a secret that couldn't be told freely. After all, Clark kept his secret before ever finding out he was an alien, and J'onn's seemed even more dangerous from who he was.

"Ms. Klingman is fine. She just went along back to cover the possible exits." Clark assured abruptly. "We got one coming up. Just a few more steps." He continued leading Jensen forward to a ladder which could take them out of the tunnel. It was going to be a problem given how long it would take to climb it, but carrying Jensen was less of an issue with superhuman strength at play.

As the bars were climbed in an effort to escape the tunnels, Clark felt a pull dragging him downwards on his leg. This pull came from a claw extruded from Brainiac's arm. Clark tried to break through it, but just like J'onn, he was only able to dent the structure of it. In his charge, J'onn noticed Brainiac come to an abrupt stop. No longer being affected by J'onn's strength after holding onto Clark, along with being embedded into the floor below.

J'onn gripped his human arm tightly as it transformed. Veins extended out into spikes as his arm turned into a large blade. The martian howled out in pain at this transformation. Being too much for him to the point of atrophy.

"Run!" J'onn screamed out behind him as he turned back in front to slice directly through Brainiac's claw. The tentacle that extended it went from a rigid form to a snake like tube on the ground below. Brainiac retreated to repair the loss of his appendage. Instantly after the loss, he commanded his miniscule bots to close in on the opening J'onn cut through.

Clark tossed away the now limp claw still attached to him. Holding Jensen up, he continued climbing up the ladder as fast as he could. Nearly making it out, until Clark saw some kind of lock at the top of this hatch that prevented him from escaping. The light from the outside may have been visible below, but the hatch wasn't open.

Brainiac looked as if he was restoring his own strength and J'onn braced himself as he felt weaker and weaker, having extended himself in this effort to save all of them. Clark needed to think quickly if this was going to work.

Brainiac's bots constructed a coating of liquid metal imputed into his arm. Grafting the repairs in place as J'onn stood up from his stupor. Trying a desperate strategy of reaching into Brainiac's mind like he did to Kenny Braverman. This proved ineffective. All he could detect was some fake presence of one. Whatever was trying to stop him wasn't even alive.

Now restored once more save for the dented metal across his chest, Brainiac advanced to the martian. Never wavering while J'onn felt the pain still in his arm. Returning back to Victoria Klingman's body completely in size and feeling the scale of Brainiac's own height above J'onn. Feeling powerless to save anyone now.

"This planet's fate is your loss as well, martian."