Outskirts of Smallville, 1942


Frankie Foster could hardly keep his eyes on the road. He was concentrating on the rearview mirror, praying that it would remain clear. Although the sweat had long dried from his brow, his insides fluttered with both hope and fear. The hope for a safe arrival in Smallville so he could start anew with his girl, and the fear that they would get caught before they made it to a safe landing. What would happen behind the worst of his anticipation he didn't want to imagine.

His companion, a petite dark-haired woman with green eyes and crimson painted lips showed no outward trace of panic. She gazed straight ahead at the clear night sky that was blanketed with bright stars. She turned to look at Frankie, and smiled at his expression.

"You worry too much," she told him. She popped her gum and waited for him to say something.

He said nothing, just continued to shift his gaze between the road in front of him and the rearview mirror.

She opened her mouth as if to speak, but was denied the chance.

He spoke up before she could utter another word. "Quiet Lillian, " he snapped. "Compared to someone like you who never gives a damn about anything, it would seem like I worry too much." He didn't mean to sound so callused, but he felt she wasn't weighing their situation for what it was. Dangerous and life threatening. Not to mention betraying.

The edges of her smile heightened at his tone. "You must be very angry now. You called me Lillian." She adjusted the mink around shoulders. "And I do care about some things." She ran her hands down the softness of the coat. "This fur for one...and you of course." She placed a hand on his knee.

"Not in that order I hope," he said, now smiling at her.

"Well, wouldn't you like to know." She slid her hand up his thigh and smirked when he grabbed her wrist to stop the ascent of her hand.

"Knock it off, Lily."

She narrowed her eyes and took back her hand. "Just wait until we get there. I'll have my way with you then."

Frankie would bet any dollar amount that she would. He had a mind to pull over right then and indulge himself in her many charms, but that just plain wasn't an option.

"I see something," Lily said. When she saw that Frankie's face looked primed to sweat bullets, she said, "Not back there, ya dope." She pointed ahead.

The sign read 'Welcome to Smallville'.




The lights were out inside the house when Frankie and Lily pulled up to it. The house belonged to Frankie's Aunt Unyce. He wrote her a letter a couple of weeks ago and explained that he and Lily may drop by sometime in the near future. He purposely neglected to tell her why.

Lily popped her gum and surveyed the house through squinted eyes. "Looks awfully dark in there." She shifted in her seat and turned to Frankie. He had a firm white-knuckled grip on the steering wheel. Frankie was really beginning to annoy her with all his displays of frazzled nerves. Why did she have to go and fall in love with such a dope? But, dope that he was, Frankie could be very sweet.

Lily gave Frankie's shoulder a firm tap when he ignored her. "Didn't you tell her we were coming?"

Frankie shrugged. "I didn't really give her any details."

Lily rolled her eyes. "You're a real bright ass, huh Frankie?" She wanted to smack the newly formed sweat off his face. He was really getting to her. "How the hell is she supposed to be home if she don't know we're coming?" Her hidden New York accent was beginning to show itself through her frustration.

Frankie exhaled audibly and turned to her, the tone of his voice suggesting that he had forgiven the words of her frustrations. "You don't know my Aunt Unyce. She's a complete hermit, she doesn't leave her house very much." He exhaled again and pulled the keys out of the ignition.

Frankie gently held Lily's hand and kissed it. "We'll be fine, sweetheart. Aren't we always?" He smiled warmly at her. It was the most relaxed he'd been all night. He had put away his own fears so that he could soothe hers.

Lily didn't answer, she only smiled back at him.

"C'mon," he said. They got out the car together and walked hand in hand toward the unlit house.





Halloween, Present Day Smallville


Chloe Sullivan swore under her breath as she approached the stairwell, realizing she had forgotten a vital sheet of research she needed to review for the latest edition of the Torch. She turned on her heels and hurried back to the office.

The last remaining light of the setting sun showed dimly through the Torch office windows. In her haste to leave the office, she had left a window half open and a delicate autumn breeze played across her skin as she leafed through a short stack of papers near her computer. She found the desired document and headed toward the window to shut it. She placed a hand on the frame, then paused starring down at a group of kids in costume walking across the school lawn.

A wave of nostalgia hit her as memories from past Halloweens invaded her thoughts. She remembered her last Halloween in Metropolis. She thought herself too old at the age of twelve to dress up in costume and go trick-or-treating, but her cousin twisted her arm until it damn near broke. As it seemed, her cousin had powers of persuasion just as unique as Chloe's own.

They decided to dress as Thelma and Louise, two characters that were certainly not juvenile. Chloe smiled at the memory of her refection in a full length mirror with a flowing curly brown wig on her head. She wore a white tank top tucked into tight denim jeans. She cocked her head to the side and put her hands on the hips that had yet to arrive. She pouted her lips, trying to look sultry and menacing like her character, Louise.

Chloe almost laughed out loud.

She closed the window and started out of the office. She took two steps toward the door when she heard footsteps just outside of it. Before she could wonder who was there, the owners of the footsteps were revealed.

"Chloe, what are you still doing here?" Clark strode up to her. Pete was not far behind.

Chloe smiled. "Hey, you two. Actually, I was just leaving. You almost missed me." She was about to ask them what they wanted, then she noted the cloth sacks they were carrying. "Um, what's with the sacks?"

Pete grinned at her. "We're going trick-or-treating."

Chloe shifted a humorous gaze between her two best friends. "Aren't you guys a little old to be trick-or-treating?"

"Maybe, but hey, you're never too old for candy," Pete said.

Clark replied in Pete's defense as well as his own. "The man makes a good point, Chloe. Besides, were not doing this for ourselves. A kid named Jack Stevens broke his leg a couple weeks ago and isn't able to make any trick-or-treating rounds."

"And we figured it would make the kid happier if we brought him three sacks of goodies." Pete's grin widened as he held up a third sack and waved it in Chloe's face.

Chloe dropped her smile and eyed the both of them dubiously. "Oh, no." She shook her head. "You cannot be serious." When Clark and Pete continued to stare at her she said, "No way! Absolutely not. I'm way too old to go knocking around on people's doors begging for candy."

"C'mon, Chloe," Clark pled. "It's for a noble cause after all. Jack is sitting at home, more than likely heart broken over the fact that he can't do this himself, and you're too selfish to..."

"Whoa there, Kent." Chloe held up a hand. "Did it occur to your dull senses that I might have plans for tonight?"

"We know you don't, Chloe," Pete said, no longer waving the sack.

Chloe shrugged. "Well, I might." She sulked a bit when she said that, then quickly became annoyed with herself and looked up. "And look at you two, you're not even dressed up as anything."

Clark started to speak up, but Chloe cut him off. "Wait." She smiled. "Maybe you are. Let me guess." Chloe narrowed her eyes in thought. "It's the plaid-clad-farm-boy version of Santa Clause and his ever-faithful elf?" Chloe burst into laughter over her own joke. When saw that Clark and Pete only looked at her blankly, her laughter became almost hysterical.

"Ha, ha." Clark's sarcasm grated against the smile tugging at his lips.

"Contain yourself, Miss Sullivan," Pete said. He rolled his eyes when Chloe continued to laugh.

Clark put his free hand in his pocket and shifted his weight. "Seriously Chloe, what do you say?"

It took a Herculean effort for her to straighten her face, but Chloe managed it. She sighed and swept her bangs out of her face. "All right. Besides, what better reason do I have to sacrifice my dignity other than helping out a sick kid?"

"There's my girl." Pete put his arm around Chloe's shoulders and they all exited the room together.