Smallville Episode X06 Wraith

by Backward Galaxy

Episode 6 of 10 of a series of Smallville fan scripts. In this episode, Clark and Pete are drawn inside Chloe's mind where they meet Chloe's fantasy representations of themselves... as superheroes. This episode was originally written during season 2.

SMALLVILLE
Episode 06

"Wraith"

EXT. SMALLVILLE HIGH SCHOOL - DAY

A row of buses sits parked along the curb outside the main entrance of the school as the bell rings and students come pouring out through the doors.

INT. SMALLVILLE HIGH SCHOOL - HALLWAY

The door to one of the many classrooms opens up as the school day ends. It's a race through the door with Clark and Pete coming in third and fourth respectively. None of the students exiting into the hall look particularly pleased.

PETE

That woman is evil, Clark, I'm telling you. She's pure evil.

Clark looks to be in a state of utter shock.

CLARK

I can't remember ever failing a test that badly.

PETE

You?! I got a six. And not a six out of eight, or ten. We're talking percentiles here, and I got a six. I didn't even think it was possible to get a six.

CLARK

Don't feel too badly, the high grade in the class was only a forty-seven.

PETE

::confused:: How do you.

The light bulb in Pete's head clicks on.

PETE

Oh, yeah. ::shakes head:: I just can't believe she gave a test the first day back. How sadistic can you be? I mean, seriously Clark, you're always taking out baddies, and stuff. Can't you do something about her, like light that poor dead creature sitting on top of her head on fire or something?

Clark laughs.

PETE

No, wait, you'd better not. That would only provoke her.

They turn the corner and head down some stairs, finding Chloe waiting for them at the bottom. She's holding clipboard.

CHLOE

Whoa, watch out, dejected souls crossing. Who died?

CLARK

Just a little thing we like to call our grade point average.

CHLOE

That bad, huh?

PETE

My brain feels like it went through a coffee grinder.

CHLOE

::cringes:: Ok, ew.

Chloe walks with them down the hall of lockers as the students of Smallville High continue their mass exodus of the building.

CHLOE

Speaking of coffee, I need to ask you guys a favor. The Wixby twins have to leave the talent show at the Talon early on Friday, so I need to get them in early. Would you guys be willing to switch your time slot?

They all stop at Pete's locker, and Pete opens it up after inputting the combination.

PETE

Yeah, sure.

CLARK

::confused:: Wait a minute. What do you mean "our" time slot?

CHLOE

Oh, you guys are performing separate?

PETE

::shakes head:: No, we're together.

CLARK

Together doing what? You never told me you signed us up for the talent show.

PETE

Don't worry, Clark, I've got it all taken care of.

CLARK

::nods:: That's what I'm worried about.

Chloe smiles, doing her best to keep from laughing.

CHLOE

So, you'll switch?

PETE

Yeah, we'll switch.

Chloe writes something down on her clipboard.

CHLOE

Great, thanks. I'm gonna go get my things from the Torch, so I'll catch up with you later.

PETE

A'right.

Chloe walks off down the hall.

Caught off guard, Clark looks at Pete with an amorphous mix of confusion and surprise. Pete smiles, devilishly, slapping Clark on the back as he shuts his locker.

PETE

Clark, my man, we're gonna steal the show.

CLARK

I don't even know what we're doing.

PETE

Don't worry about that. Hey, do you have a suit?

Clark looks worried.

CLARK

Why do I need a suit?

Pete smiles and the two walk off.

INT. SMALLVILLE HIGH SCHOOL - TORCH OFFICE

Chloe steps through the door to the Torch office and stops, caught off guard by what she finds. Across the office stands a well-dressed, young, Asian man carefully examining one of the many articles pinned to the Wall of Weird.

CHLOE

Uh. Can I help you?

He turns to face her, a warm and welcoming smile cradling the rest of his gentle face.

SHUANG

I'm sorry. I didn't mean to intrude. I was just admiring your little collection here.

CHLOE

Oh.

He seems harmless enough, and Chloe takes a few steps towards him, secretly scanning over the wall to make sure he hasn't disturbed anything.

SHUANG

This is a very interesting compilation of works you've amassed.

Confused, and a little uncomfortable, Chloe opts not to reply. Shuang, taking the hint, extends his hand.

SHUANG

Forgive me. I'm Doctor Shuang Xu. I'm a medical researcher from Wayland Bio- Medical Labs based out of Central City.

They shake hands.

CHLOE

Central City? That's quite a trek from her. What brings you all the way out to Smallville?

SHUANG

Oh, Smallville tends to be the hot topic of discussion amongst my colleagues nowadays. Well, more precisely.

Shaung motions toward the Wall of Weird.

SHUANG

. your rather infamous meteorites.

CHLOE

::nods:: .because of what happened with Westmorland.

Shuang nods.

CHLOE

Well, if you're looking for a real source then I suggest you hit up Lionel Luthor. His company's the one behind the cure. They've probably done the most comprehensive research on the meteorites.

SHUANG

I intend too, but right now I'm much more interested in this.

Shuang quickly scans over the mass collection of magazine and newspaper clippings Chloe's collected over the past few years.

SHUANG

Do you really think there's a connection between the meteor rocks and these. oddities?

CHLOE

Well, I can't prove anything if that's what you're asking. Hey, how did you find out about me anyway?

Shuang laughs.

SHUANG

Half these articles are about students from Smallville High.

CHLOE

Oh, yeah.

SHUANG

I wanted a first hand account from someone who isn't influenced by ulterior motives or business prospects, like Lionel Luthor.

Proud by the prospect of having her opinion valued by someone so prestigious, she smiles graciously.

CHLOE

Well, what do you want to know?

SHUANG

Everything you know.

Shuang smiles warmly and puts his hand on Chloe's shoulder. Almost immediately, tiny blue bolts shoot out from his hand, slowly crawling up her neck. Her smile quickly fades to terror and fear as she, helplessly, stares back at Shuang. She barely manages a whisper in protest.

CHLOE

Stop.

A single tear runs down her face as the tiny bolts wrap themselves around her head. She doesn't seem to be in pain so much as paralyzed from the violation.

CHLOE

::soft whimper:: Please stop.

Finally satisfied, Shuang calmly releases her. All expression has been wiped from her face and the pink in her complexion is now a paper white.

Gently, Shuang takes her hand and helps her to sit down on the nearby couch.

SHUANG

Thank you, my dear. You've been of great help to me.

Chloe's body slumps against the back of the couch like a soulless shell as Shuang exits the office, turning off the light and closing the door behind him.

EXT. THE TALON - LATE AFTERNOON

The sign above the Talon lists the date and time of the special fundraiser and talent show being held to raise funds for a new gymnasium for Smallville High.

INT. THE TALON

Lana pushes a few stray strands of hair back behind her ear, clearing her view of the poster board. With a few quick back and forth streaks she finishes filling in the last bubble letter, spelling out the words "SHS Gymnasium Fundraiser" with special prices for coffee and cappuccinos listed underneath. Replacing the cap on the marker, she lifts the poster up off the counter top and shows it to Nell who is seated at one of the stools on the other side of the coffee bar.

LANA

Well?

Lana smiles plainly, almost half-heartedly, as Nell inspects the artistry.

NELL

::nods:: Looks good.

Lana nods and walks around the coffee bar with the poster in hand.

LANA

Can you hand me the tape? I'm gonna put it up in the window.

NELL

Sure.

Nell turns and grabs the tape off the counter, handing it to her young niece. As Lana makes her way over to the window, Nell hops off her stool and follows her, carefully weaving through the crowded tables.

NELL

I'm really very proud of you. After all you've been through, you've really amazed me by spearheading this fundraiser for the school.

LANA

Just doing my part.

Lana seems distant, handing the poster to Nell as she peels off pieces of tape to hang it with. Nell notices the far off look in her eye, contemplating calling her on it.

NELL

You know, Lana, I know I'm not around as much anymore, living in Metropolis and all, but that doesn't mean you can't still talk to me. about anything.

Lana finishes hanging up the poster and starts walking back toward the coffee bar. Nell follows closely behind.

LANA

I know.

NELL

Well, I just wanted you to know, before I leave, that I'm always gonna be here for you.

Lana heads back behind the coffee bar and starts preparing some lattes.

NELL

If you ever need anything, don't hesitate to pick up the phone.

Lana turns and forces out a smile.

LANA

Nell, I'm fine.

NELL

::skeptical:: You're sure?

LANA

Yes.

NELL

Really?

LANA

::nods:: Really.

Nell carefully inspects Lana's eyes, like an inspector going over clues in a case, searching for any hints of concealment.

NELL

Well. okay.

Lana's aunt extends her arms out and leans forward, over the coffee bar.

NELL

Come on, give me a hug.

Lana obliges with a short embrace, surreptitiously hurrying Nell along.

NELL

All right, I'll call you later tonight from Metropolis.

Nell turns and heads for the door just as Lex Luthor, co-owner of the Talon, walks in. The two exchange mild pleasantries as they pass each other by.

Lex makes his way over to the coffee bar as Lana finishes up some drinks for one of her waitresses.

LEX

I thought you were taking the day off.

LANA

I thought you said people who were serious about their business never take days off.

LEX

There's an exception to every rule. Near death experiences tend to take precedent.

LANA

Sorry, Lex, we're no longer accepting applications for the role of Lana Lang's parents. Both positions have been filled. If you'd like to leave your resume, though, I'd be glad to give you a call if something opens up.

LEX

I take it the reunion with your Aunt hasn't exactly inspired a mad dash for the family photo albums.

Lana rolls her eyes.

LANA

::sarcastic:: She's not a mother, but she plays one in my life.

LEX

Ouch.

LANA

Hey, it's no big deal. At least now I know all I have to do to get her here is throw myself in front of a moving vehicle, contract a deadly disease, or take a shower with a toaster oven.

Lex laughs cautiously to himself, fearing anything more would be inappropriate.

LANA

::shakes head:: I know. I'm being selfish. It wasn't fair that my parents were taken away from me, but for the same reason it wasn't fair that she ended with a kid that wasn't hers.

LEX

Expressing your feelings isn't being selfish.

LANA

She deserves the chance to live her life. I just.

LEX

.feel like she abandoned you?

LANA

::nods:: A little.

Lana's eyes meet Lex's and, for a moment, they understand each other perfectly.

LANA

::hesitant:: Lex. Do you remember the sound of your mother's voice?

Lex thinks about the question for a second, then nods.

LEX

Most of the time. My mother used to love listening to old Nat King Cole records. Her favorite song was "Unforgettable". When I was very little, she used to sing it to me when I had trouble sleeping. Some nights, I actually used to fake insomnia just so she'd sing it to me.

Lana and Lex share the heartfelt memory with smiles.

LEX

Anyway, whenever I start to forget, I get out one of the old records and play it. Sometimes, if I close my eyes and really listen, it's like she in the room singing to me.

Completely moved, Lana breathes in and lets out a long sigh. After a short pause, she looks down and pulls something out from one of the shelves behind the coffee bar. It appears to be a melted mass of plastic, vaguely resembling a cassette tape.

LANA

This was a tape of my mother's speech when she graduated from Smallville High. When the Talon caught fire a few months back, the tape was behind the counter.

Lana crooks her head to one side.

LANA

Every day that goes by now, it gets harder and harder for me to remember.

LEX

My mother will always be a part of me. I like to think the best fifty percent. No matter what happens from here on out, no matter what you forget, and no matter what you do, Mr. and Mrs. Lang will always be a part of you, Lana.

LANA

I don't want to forget.

LEX

So don't.

Not the most helpful advice in the world, but Lana offers Lex a smile just the same.

EXT. KENT FARM - NIGHT

Pete and Clark head down the porch steps, Martha and Jonathan watching them as they go from behind the storm door.

PETE

Thanks again for letting me eat over Mr. and Mrs. Kent.

MARTHA

You're welcome over any time Pete, you know that.

Pete smiles and waves and Jonathan and Martha wave back, receding into the house.

PETE

Man, your mom can flat out cook.

CLARK

She just likes to impress house guests.

PETE

Well, consider me impressed. My family's idea of a home cooked meal is a Hungry Man and three minutes on high in the microwave.

Clark laughs, walking Pete over to his car.

CLARK

So, are you gonna tell me what we're doing for the talent show or what?

Pete goes to open the door but stops himself. He turns and smiles, folding his arms, leaning up against the side of his truck.

PETE

Sure. as soon as you tell me about the letter.

Clark opts to play dumb.

CLARK

What letter?

PETE

You know what letter; the one Chloe left for you at her house when she went all Humpty Dumpty on us.

CLARK

It's personal.

PETE

::rolls eyes:: Clark, what do you think Chloe doesn't talk to me?

CLARK

I just don't think it's something she'd want me talking to you about, that's all.

Pete sighs, thinking quickly to himself on how he might be able to pry the information out of Clark. Almost immediately, something catches his eye and he starts walking toward the barn.

PETE

Tell you what.

Pete walks over to the barn and briefly steps inside. A bounce can be heard from the barn interior and Pete steps out dribbling a basketball between his legs.

PETE

::smiles:: I'll play ya for it.

CLARK

::confused:: What?

A lamp near the top of the barn leaves the outside court well-lit and Clark watches his friend make a mad dash for the hoop, sinking an easy lay-up.

PETE

For every point I make, you tell me something about the letter.

Pete scurries back around, picking up the rebound and dribbling it over to Clark.

PETE

For every point you make, I'll tell you something about what we're doing for the talent show.

Clark has to stop himself from laughing.

CLARK

Are you serious?

PETE

Of course I'm serious.

Clark debates the proposition quietly to himself.

PETE

What's wrong? You afraid I might embarrass you?

Clark smiles and, using his super quick reflexes, snatches the ball right out of Pete's hands.

CLARK

You're on.

Pete laughs and the two friends prepare to do battle on the court.

Clark checks the ball to Pete.

CLARK

Check for ball.

PETE

Now, there's no using super powers. and I don't want to hear nothing about you cramping up because we just ate. I don't play with whiners.

CLARK

That's funny, 'cause I'm gonna make you cry like a baby, little man.

Pete checks that ball back to Clark and the games begin.

Clark Kent drives to the hole, using his height and size advantage to get inside quick. He turns, pressing his back into Pete's chest, pushing deeper into the key. Pete goes for the steal but Clark has it scouted and uses the opportunity to spin around the much smaller man and put in an easy lay-up for the first score.

CLARK

My ball.

Clark turns back up to the top of the key as Pete recovers the rebound.

PETE

I gave that to ya. No way you're gonna see a look like that again.

Pete bounces the ball back to Clark who immediately takes the shot.

CLARK

It's all right. I'll just beat ya out here then.

The ball sails toward the basket, cutting through the cold night air. Pete quickly boxes out for the rebound as it rattles off the rim and spills out.

PETE

See, that's what happens when you get cocky.

Pete quickly gathers up the rebound and dribbles back to the top of the key, Clark quickly making the transition to defense.

PETE

Let me show you how it's done.

Pete showboats a bit, dribbling through his legs and behind his back before making a quick drive toward the basket. Clark stays with him the whole way, swatting the ball away as Pete turns up for the fade away shot.

Pete grabs for his arm.

PETE

That's a foul.

CLARK

What are you talking about? I didn't touch you.

Pete mocks pain, holding his arm up like it were limp.

PETE

No, what are "you" talking about? Look at this arm, I feel like it's gonna fall off or something.

Clark shakes his head as he retrieves the ball.

PETE

Gimme the ball.

Clark laughs, passing the ball back out to Pete.

Again Pete showboats a little before making a drive to the basket, but this time he stops short and pulls up for an outside shot.

PETE

Butter!

Swish!

PETE

Nothin'. But. Net. Spill it.

Clark sighs, gathering up the ball and holding it under his arm.

CLARK

She wanted to let me how she felt about me before she left.

Clark bounces the ball back to Pete.

PETE

And?

CLARK

And you're gonna have to make another shot before I tell you any more.

Pete points to the spot where he took the shot.

PETE

I told you every "point" I get. That's a two pointer.

CLARK

It is not.

PETE

Oh, so you're just making up rules as you go? I see how it is.

Clark lets out a sigh, rolling his eyes.

CLARK

Fine. She wrote in cursive.

PETE

Oh, that's cold. That is cold.

CLARK

You want more? You sink another shot.

PETE

If you say so.

Pete drives to the hole, trying desperately to get underneath Clark's arm for the easy lay in. The height advantage is simply too much, though, and Clark swats the ball down on its way up.

Clark takes possession, but Pete is on top of him almost immediately. Quickly, Clark spins not once but twice, trying to force Pete to commit to one side. He doesn't budge, however, so Clark is forced to try and back his way in.

Clark leans back, using his size to push Pete deeper and deeper toward the basket. Suddenly, a cell phone rings off to the side and Pete looks up, distracted. Clark seizes the opportunity to spin around him and lay the ball in off the backboard.

CLARK

Point. Your turn.

Pete shakes his head, running over to his car.

PETE

Ah, that's not fair. I was distracted. Outside interference!

Pete reaches his hand inside his car's open window and grabs the ringing cell phone from the driver's seat.

CLARK

Now who's whining?

Pete makes a face then opens up the cell phone and lifts it to his ear.

PETE

Hello?

INT. THE TALON

The inside of the Talon is quiet, obviously close up for the night. Most of the lights have been turned out.

Lana Lang holds the phone up to her ear.

LANA

Hey, Pete, it's Lana. Is Chloe with you?

EXT. KENT FARM - NIGHT

Pete reflexively takes a look around for no real reason as Clark walks over to the car.

PETE

No, I thought you guys were meeting up today at the Talon to work on the fundraiser.

LANA

::phone:: Well, we were but she never showed. I also called her house and she's not there either. Maybe, I'll try Clark.

PETE

::shakes head:: No, I'm over at his house now. Neither of us have seen her since this afternoon.

Clark senses the tension in Pete's voice.

CLARK

What's wrong?

LANA

::phone:: Well, I don't know where she is.

PETE

Well, maybe she's still at the school. The Torch has a big issue coming out at the end of the week and you know how she gets. I'll take a quick drive over there on my way home.

LANA

::phone:: Thanks, Pete.

PETE

Yeah, no problem.

Pete hangs up the phone and Clark immediately gets on his case.

CLARK

Chloe?

PETE

She never met Lana at the Talon.

CLARK

Not again. I thought this was over.

PETE

Yo, man, just relax. She probably just snuck into the office again to work on the Torch.

Pete turns around and opens the door to his truck. To his surprise, Clark is already in the car and buckled in.

CLARK

I'm going with you.

Pete simply shrugs and gets in.

They drive off.

INT. SMALLVILLE HIGH SCHOOL - TORCH OFFICE

The only light in the Torch office comes from the subtle rays of moonshine seeping in through the slits in the blinds. Patterns of shadow and light bend around Chloe who remains seated on the couch in the exact same position as she was left by Shuang. Her eyes and her expression are completely blank as she stares straight ahead seemingly into nothingness. Something in that nothingness stares back, though.

Sitting a few feet in front of her is an elderly man with long silver hair tied back in a tight pony tail and braid that extends just below his shoulder blades. The severe wrinkles in his face give him an odd aura of distinction. His pale complexion contrasts with both the shadows in the room and the tight black clothing hugging at his skin. Mouth slightly ajar, the old man mumbles to himself without moving his lips, speaking unknown words that apparently he understands.

Without breaking his intense concentration, the old man leans forward in his chair and falls onto his knees in front of Chloe on the couch. Slowly, he inches his way closer to her, lifting his hands up, pressing the tips of his thumbs and forefingers together forming a triangular gap between them.

Gradually, his mumbling grows louder and a blue haze builds around his hands and travels through the air, enveloping Chloe's face.

The door opens and a light turns on. Clark and Pete immediately turn their attention on the mysterious old man.

CLARK

What are you doing?!

PETE

Get away from her, you creep!

The old man seems intent on whatever he's doing and all but completely ignores both of them. Not taking no for an answer, Clark and Pete rush towards him and grab the man.

The old man's eyes widen, suddenly.

OLD MAN

No!

The haze expands exponentially, filling the entire room in an explosive burst of blue light.

EXT. UNKNOWN CITY - DAY

Clark and Pete open their eyes and find themselves laying side by side staring straight up into a clear blue sky. Utterly confused, they sit up simultaneously and quickly look over their surroundings.

Skyscrapers shoot up all around them as Clark and Pete miraculously find themselves in the middle of a large city. Curious onlookers stare at them from sidewalks on either side, appearing just as confused as they are.

PETE

Uh, Clark. Where the heck are we?

Clark shakes his head in disbelief and turns to one side. Immediately, his eyes grow wider.

CLARK

In the middle of a crosswalk!

Clark jumps to his feet and grabs Pete by the shoulders, pulling him out of the road just as a taxi screeches to a halt where they had previously been sitting.

The driver of the taxi, a filthy middle-aged Italian man, screams some obscenities at them in his native tongue and sticks his head out the window.

TAXI DRIVER

Hey, why don't you watch where you're going, eh? I'm drivin' here! Ya crazy kids!

He makes a few more uncomplimentary gestures in their direction and continues driving.

Clark and Pete stare at their surroundings in amazement, swallowing hard, wondering what happened and where they could possibly be.

EXT. UNKNOWN CITY - DAY

Clark and Pete walk with a small crowd of people across the street toward a row of payphones outside a random business complex. Quickly, they hurry over to an open pay phone and Clark picks up the receiver and starts dialing.

Waiting for a response on the other end of the phone, Clark faces Pete.

CLARK

I can't believe you left your cell phone in the car.

PETE

Yeah, well, I wasn't expecting Scotty to start beaming us all over the place, okay.

Clark seems confused as he listens into the phone and Pete takes notice.

PETE

What's wrong?

CLARK

It's not dialing.

PETE

Well, maybe it's not working. Try the next one.

Clark hangs up the phone and moves to the next one in the row. Picking up the receiver, he listens into it.

CLARK

There's no dial tone.

Confused, and slightly frustrated, Pete steps over to the next payphone and picks up it's receiver.

PETE

::shakes head:: This one isn't working either.

Next to Pete, a rather burly gentleman finishes his conversation and hangs up the receiver. Taking that as a good sign, Clark walks over and picks up that phone. Again, though, he shakes his head.

CLARK

Nothing.

Pete rolls his eyes, clearly wondering what to make of their little predicament, when something off to the side catches his attention. He motions for Clark to look in the same direction.

PETE

Clark.

Clark turns and looks off towards a group of people waiting at a crosswalk for the light to change. Oddly, every single person is either reading or holding a newspaper, including some very young children.

From around the corner of the business complex steps a young boy with red hair and not a spot of unfreckled skin. In one hand, he holds up a newspaper, carrying a large bundle of others underneath his other arm.

NEWSPAPER BOY

::screams:: Extra! Extra! Read all about it! United Nations Votes: World Peace! Nuclear Disarmament to Begin Immediately! Read all about it!

The newspaper boy hands both Clark and Pete a newspaper as he passes them and then continues along his merry way.

NEWSPAPER BOY

Read all about it!

Clark and Pete immediately read the front page of their respective newspapers, paying especially close attention to the masthead on the top.

CLARK

::confused:: The Daily Planet?

Clark looks up at the building around him.

CLARK

We're in Metropolis?

PETE

::reading:: Yesterday, in a miraculous turn of events, the United Nations averted all out war by officially and unanimously declaring world peace.

Pete blinks hard a few times and re-reads the line quietly to himself.

PETE

There are just so many things wrong with that sentence.

Clark looks back down at the newspaper and something else catches his eye.

CLARK

Pete, look at the byline.

Pete looks over at the byline and reads the names.

PETE

::reads:: By Chloe Sullivan and Clark Kent.

Pete looks over at Clark.

PETE

Ok, my "Freaked Out 'O' Meter" has officially hit a ten point O.

CLARK

Something is very wrong.

PETE

Really? What was your first clue?

Someone behind Pete draws Clark's attention.

CLARK

Pete, look.

Pete turns and immediately recognizes what Clark is pointing too. Standing at the other end of the building is the old man from before, looking as aimlessly lost as they are.

He turns and sees them. Immediately, the old man darts off in the opposite direction.

CLARK

Come on!

Pete quickly rolls up the Daily Planet, to make it easier to run with, and he and Clark run after the old man. Surprisingly speedy for a man of his age, the old man pushes his way through several crowds of people before turning a corner and heading down a side street. Clark and Pete are hot on his tail, though, making up ground quickly.

Desperate to get away, the old man pumps his fists and cuts across a busy intersection. Several cars stop just short of hitting him in the process, and Clark and Pete have to weave their way through the stopped cars to continue the chase.

Clark watches the man carefully, realizing he can't use his super speed in open daylight, and observes him cut down an alley between two buildings.

CLARK

He went down the alley!

Clark and Pete follow the old man down the alley. It's disgusting, dumpsters from the surrounding buildings lined up all in a row. Now, without anyone to see him, Clark speeds ahead of the old man, stopping right in his path.

The old man never saw it coming and slams face first into Clark's chest, falling backwards to the ground. He raises his hand, trying to catch his breath.

OLD MAN

Please don't hurt me! I didn't hurt you!

Pete quickly pulls up along side Clark, putting his hands on his knees to help catch his breath.

PETE

You're pretty fast for an old guy.

CLARK

What's going on here? What did you do to us?

OLD MAN

I didn't do anything! I was just trying help.

Frightened, the old man casts an accusing finger in their direction.

OLD MAN

You interfered! You interfered!

PETE

All right, drunken master, just calm down! Calm down!

The old man looks up, his heart rate visibly slowly.

OLD MAN

You're not going to hurt me?

CLARK

No, we're not going to hurt you. We just want some answers.

Slowly and cautiously, the old man stands to his feet, keeping both eyes on Clark and Pete.

CLARK

Now, who are you and what were you doing with Chloe back at the Torch?

OLD MAN

My name is Ghenghi. I was trying to help your friend.

PETE

Why did she need your help?

GHENGHI (frmr. OLD MAN)

Her mind was trapped. I was trying to release it. but then you interfered.

CLARK

What do you mean her mind was trapped?

GHENGHI

Your friend was attacked by a man named, Shuang. He is a mind reaper.

CLARK

A mind reaper?

GHENGHI

It means he is capable of stealing her thoughts, reading her mind.

CLARK

Why did he attack her?

GHENGHI

She must have had information he wanted. So, he took it from her.

PETE

That doesn't explain what's going on here.

GHENGHI

When Shuang attacked her, he trapped her mind inside itself. Her conscious and sub-conscious self merged into one. I tried to enter her mind, to help her release it, but you interfered before I could finish...

Ghenghi hesitates, diverting his eyes.

GHENGHI

. and I lost control.

Clark and Pete turn to each other in disbelief, each coming to the same realization. They have to remind themselves to breathe as they turn back to face Ghenghi.

CLARK

Are you saying. We're inside Chloe's mind?

GHENGHI

We are where her mind is most at peace.

Clark and Pete again turn to stare at each other, but this time Pete has a big grin on his face.

PETE

Chloe's "happy place".

Clark exhales loudly and turns back to Ghenghi.

CLARK

How do we get out?

GHENGHI

::shakes head:: I am no longer in control. Your minds are trapped here just the same as hers.

PETE

Whoa, you're saying we're stuck here?

GHENGHI

I don't have the ability to release you.

CLARK

Who does?

GHENGHI

There is only one; the one in control of this world.

CLARK

::nods:: Chloe.

GHENGHI

You must find her and help her to understand. You must convince her to leave this world behind. but be warned, this world is the perfect manifestation of her dreams. She will not believe you when you tell her it isn't real. and she will not want to leave.

CLARK

What happens if we convince her it isn't real?

GHENGHI

She will be able to release herself to me. Then, I will be able to guide you all back.

Ghenghi carefully observes Clark's and Pete's reactions as they think to themselves their next move.

GHENGHI

Do you really think you are capable of this? How will you find her?

Clark and Pete look up at each other briefly, each raising an eyebrow.

CLARK

Somehow, I don't think that's going to be too hard.

Pete unravels the rolled up Daily Planet and shows it to Ghenghi.

EXT. CHLOE'S DAILY PLANET - DAY

Clark, Pete, and Ghenghi look up at the massive golden globe on top of the Daily Planet building. It's clearly out of proportion, at least three times larger than it actually is, practically the size of a small moon.

PETE

Does that look bigger to you?

Clark just shrugs and the three of them head for the entrance.

As they approach the entrance to the Planet, a doorman standing outside the rotating doors smiles at them and tips his cap.

DOORMAN

Hello Mr. Kent, Mr. Ross. Looking to get an early start today?

Clark looks to Pete for help.

Improvising on the fly.

ROSS

Yeah, well, you know what they say. The early bird gets the worm.

The doorman laughs, probably a little too much.

DOORMAN

::laughs:: So true. Say, who's your friend?

Ghenghi smiles and waves at the doorman, before retreating behind Clark.

CLARK

Uh. He's my grandfather.

DOORMAN

Oh, really? Which side?

CLARK

My mother's. ?

It sounded more like a question but the doorman doesn't seem suspicious at all.

DOORMAN

Oh, well, it's a pleasure to meet you, sir.

Ghenghi nods from behind Clark as the three of them step through the rotating doors.

DOORMAN

Have a nice day at work, gentlemen!

PETE

Yeah, you too.

INT. CHLOE'S DAILY PLANET - FIRST FLOOR

Having cleared the first hurtle, Clark and Pete breathe a collective sigh of relief.

The first floor of the Planet is a large atrium with a beautiful marble floor and various plant life scattered about all corners. Directly across from the entrance is a series of elevator doors where several businesspersons wait for their next ride. Off to the right and left are a large conference room, where someone is holding a meeting, and an information desk respectively.

Clark, Pete, and Ghenghi make their way over to the information desk. Sitting low in a chair behind the desk is an incredibly large African- American woman, wearing a purple flowered dress, talking on the phone. Her long, straight, black hair blocks her face.

CLARK

Excuse me, could you tell me what floor Chloe Sullivan works on?

The woman turns, hanging up the phone, and brushes her hair back over her shoulder. To Clark and Pete's surprise, the "woman" is actually Principal Reynolds.

SECRETARY REYNOLDS

What was that, sugar?

Bright pink lipstick, blue eye shadow, and just a hint of blush accentuate the finer facial features of the Smallville High principal in drag.

Clark bites his tongue, desperately trying to keep himself from laughing. Pete isn't nearly as quick to control himself, however, and explodes into a monstrous belly laugh as soon as he sees "her".

Clark kicks him from behind the desk to try and shut him up, but Pete simply can't stop. Several curious onlookers stop and gather round, wondering what's so funny. Poor Pete is actually crying he laughs so hard.

Secretary Reynolds looks offended, holding her hand to her head.

SECRETARY REYNOLDS

Oh, heavens, I just knew it! I told them the color was too dark. I told them, but they wouldn't listen!

CLARK

No.

Clark can't look at "her" for more than a few seconds at a time or he might start laughing too.

CLARK

No. It looks beautiful.

Clark looks at "her" name tag.

CLARK

. Marge.

Pete was just about under control before Clark used "her" name, at which point he almost spits out a lung.

SECRETARY REYNOLDS

Well, then why is he laughing at me?

CLARK

He's not laughing at you.

Clark swallows hard, still barely able to look at "her".

CLARK

I just told him a funny joke on the way over here.

Secretary Reynolds looks skeptical as she looks over at Pete who is doubled over the desk.

SECRETARY REYNOLDS

Is that true?

Pete can't reply with any more than a strained nod, as he tries to get his laughter under control.

SECRETARY REYNOLDS

Well. If you say so. What was it you wanted?

CLARK

I need to know what floor Chloe Sullivan works on?

Secretary Reynolds seems confused by the question.

SECRETARY REYNOLDS

Well you should know, darlin', you work right next to her right up there on floor twenty-two.

CLARK

Right.

SECRETARY REYNOLDS

Are you all right, sugar?

CLARK

I'm fine, thank you.

Clark grabs Pete and Ghenghi and the three of them walk off towards one of the elevators.

CLARK

.Marge.

Pete and Clark break out laughing as Secretary Reynolds eyes them from behind the desk.

As Clark, Pete, and Ghenghi make their way over to the elevators, one of the doors conveniently opens just as they step in front of it. Not bothering to ask any questions, the three of them step inside and the doors close behind them.

INT. CHLOE'S DAILY PLANET - ELEVATOR

Pete and Clark lean up against their respective walls of the elevator, trying to catch their breath. Ghenghi stands silently, seemingly indifferent to their hysterics.

PETE

Clark, if I died today, I would die a happy man.

CLARK

I have never seen anything that funny in my entire life.

PETE

I thought he went a little heavy on the eye shadow personally.

CLARK

Yeah, but the rouge really brought out his cheekbones.

They trade shots to the arm, giggling like a couple of idiots.

INT. CHLOE'S DAILY PLANET - 22nd FLOOR

The elevator door opens on the 22nd floor. Clark and Pete step out of the elevator, wiping the tears from their eyes from laughing so hard. Ghenghi follows closely behind.

Desks and computers litter the entire floor on all sides. There are only a few walkways to allow passage from cubicle to cubicle. Every cubicle is manned or at least has someone running passed it with a story or photo of some kind. The sound of papers printing, and fingers clicking away at keyboards, litter the air.

Several reporters walk by Clark in front of the elevator, nodding to him as they walk by.

REPORTER #1

Hey, Clark, how's it going?

REPORTER #2

Hi, Clark, what's that a new haircut?

REPORTER #3

How's it goin' Clark? Hey, I think the boss wants to see you.

Clark nods to each of them in succession, but they are each already on their way by the time he manages his reply.

Pete looks up at Clark after hearing what that last reporter said to him.

PETE

The boss?

Directly across from the elevator, on the other side of the floor, is a windowed office with a transparent glass door with the shades drawn. The letters on the door read "Editor-In-Chief". The door opens, and Chloe sticks her head out, looking across the way at Clark.

CHLOE

Hey, Kent! You're late, again! I want your ass in my office, now!

She quickly recedes back into her office, slamming the door behind her.

PETE

::smiling:: Ooooo. Sounds like someone's in trouble.

Clark shakes his head and starts walking over to the office, but he stops when he realizes Pete and Ghenghi are following him.

CLARK

You guys stay here.

PETE

What? Oh, come on, I have to see this.

CLARK

::insistent:: Stay here.

Pete exhales loudly, in frustration, but does what Clark says.

CLARK

I'll be back in a minute.

Pete watches Clark walk off toward the office then searches for an empty cubicle to sit down. He finds one nearby and he and Ghenghi walk over to it, Pete taking a seat in the desk chair. Ghenghi opts to stand.

Pete admires his surroundings, shaking his head in awe.

PETE

This is incredible.

GHENGHI

What? You don't have dreams?

PETE

Well, sure I do. It's just that usually the only one's there are Tyra Banks and the Olsen twins.

GHENGHI

Who?

Pete shakes his head in utter disgust.

INT. CHLOE'S DAILY PLANET - CHLOE'S OFFICE

Clark opens the door and steps inside, staring straight ahead at a cluttered desk and the back of the chair where Chloe is seated.

CLARK

Chloe?

CHLOE

Close the door, Clark.

There is a real command to her voice and Clark promptly shuts the door behind him.

CLARK

Chloe, we need to talk.

Chloe turns in the chair and smiles at Clark, giving him a quick wink. She stands and maneuvers her way around the desk, walking towards him.

CHLOE

Enough talk.

Clark's eyes grow wide as she throws her arms around his neck, forcing him back into the door. She pulls him down and presses her lips firmly against his passionately kissing the man of her dreams.

INT. CHLOE'S DAILY PLANET - CHLOE'S OFFICE

Clark recovers from the shock of Chloe sticking her tongue half-way down his throat long enough to maneuver his way out of her arms. He quickly retreats across the room and behind her desk.

CLARK

Chloe, stop, you don't know what you're doing.

Chloe licks her lips.

CHLOE

Mmm. sweet.

She giggles and runs over to the desk, swiping her arm across the top, sending everything on it crashing to the ground.

CHLOE

I know exactly what I'm doing.

She climbs up, onto the desk, grabbing Clark from her knees. Amidst a heavy barrage of kisses, Clark struggles to once again pry himself free.

CLARK

Chloe, we can't do this. I'm not who you think I am.

Completely ignoring his protests, she throws him down on the desk.

CHLOE

::smiling:: Shut up, Clark.

She leans over and kisses him and begins unbuttoning his shirt.

CLARK

You don't understand, I'm not.

Again she ignores him, kissing him long and hard.

Desperately trying to free himself from her, Clark wraps his arms around her and does a sit-up on the desk as she has her way with him. He then turns and jumps down from the desk with Chloe still in his arms, and sits her down on the edge before prying himself free.

Clark puts his hand up, trying to catch his breath and keep her at bay.

CLARK

Chloe.

Chloe smiles devilishly at him from the desk.

CLARK

Stay!

CHLOE

What's wrong? Too rough?

CLARK

Yes! I mean. No. I mean. That's not the point.

Chloe's eyes widen and she quickly jumps down from the desk.

CHLOE

Don't worry, I'll get to that.

Not knowing what else to do, Clark opts to run. He runs straight for the door and closes it behind him.

INT. CHLOE'S DAILY PLANET - 22nd FLOOR

Clark walks hurriedly down the row of cubicles, not bothering to look back. He walks right passed the cubicle where Pete and Ghenghi are sitting but Pete spots him out of the corner of his eye.

PETE

Clark!

Clark stops and looks around. Spotting Pete, he quickly makes his way into the cubicle.

PETE

Where's Chloe?

Clark ducks down so he can't be seen over the cubicle walls.

CLARK

She's in the office.

PETE

Well, what happened? What did she say?

CLARK

Yeah, I kind of didn't get the chance to tell her.

PETE

What?

Pete takes notice of his friend's rather frantic state and half-unbuttoned shirt and puts the pieces together. He laughs.

PETE

::smiles:: Oh, I get it.

Pete laughs some more as Clark starts buttoning his shirt back up.

CLARK

I'm glad you're enjoying yourself.

PETE

Me? Looks to me like you're the one who's having all the fun.

GHENGHI

I do not understand. Why did you not tell her?

CLARK

It's kind of hard to talk to someone when their tongue is down your throat.

PETE

::smiles:: So, tell me the truth. Is she a good kisser or what?

CLARK

What kind of a question is that?

PETE

Look at you, you're all blushing!

CLARK

I am not blushing.

PETE

Admit it! You enjoyed it.

CLARK

::shakes head:: You're unbelievable.

PETE

At least I'm not Chloe's bitch.

CLARK

You think you can do better? You go talk to her.

PETE

Maybe I should give her a few minutes to get dressed first.

Clark goes to reply with an equally snotty remark when something over Pete's shoulder catches his eye.

CLARK

Uh oh.

PETE

Uh oh? What uh oh?

CLARK

Look.

Pete looks over his shoulder and out into the office where none other than Clark Kent and Pete Ross step out of one of the elevators.

Chloe's Clark walks in wearing a skin-tight dress shirt and tie, accentuating his exaggeratedly muscular build. He wears black suit-pants, carrying the jacket, over his shoulder, with one hand and an elegant briefcase in the other. Chloe's Pete is slightly different, however, wearing a brown leather jacket, white T-shirt, and jeans. A large, bulky, photographer's camera also hangs down from around his neck.

The real Pete laughs at the sight of the overly cut Clark

PETE

Aw, look at that. You're like her own personal Ken doll.

CLARK

How come you get the leather jacket?

PETE

I'm just that cool.

CLARK

Quick, they're coming this way.

Clark, Pete, and Ghenghi hide their faces as Chloe's Clark and Pete walk by their cubicle and step into the one next to them. The real Clark and Pete stay quiet and listen carefully through the thin cubicle wall, eavesdropping on their fantastic opposites' conversation.

Chloe's Clark sits down at his desk, laying the briefcase on the table as Chloe's Pete eagerly looks on.

CHLOE'S PETE

Come on, man, let's see it.

CHLOE'S CLARK

All right, all right. Give me a second.

Chloe's Clark smiles and opens up the briefcase. Inside, wedged in with some pads of paper and Tom Brokaw's biography, is a small felt case. He removes it from the briefcase and smiles.

CHLOE'S CLARK

Tell me what you think.

Chloe's Clark opens the case to reveal an absolutely stunning diamond ring.

CHLOE'S PETE

Whoa, that is some rock. It must've set you back a fortune.

CHLOE'S CLARK

Pete, money has no meaning when you find true love. Besides, as long as Chloe Sullivan is in my life, I'm the richest man in the world.

The real Pete pretends to wipe fake tears from his eyes, giving Clark a quick shot to the arm.

PETE

That's just so beautiful, I think I'm gonna cry.

Clark rolls his eyes and hits Pete back, hard. Pete grabs his arm.

PETE

Ow.

Meanwhile, Chloe's Clark closes the ring box and puts it back into his briefcase.

CHLOE'S CLARK

I'm going to tell her over dinner tonight. I'm taking her to "Night Time", that little restaurant on West Adam Street. It's her favorite.

CHLOE'S PETE

How are you going to tell her?

CHLOE'S CLARK

Well, I figured first we'd start off with some dancing and then sit down to a nice candle-lit dinner. Then, I'd slip the waiter the ring and have him bring it to us with desert.

CHLOE'S PETE

No, I mean what are you going to say? You know how you have trouble expressing how you really feel.

The real Clark shakes his head in frustration.

CLARK

Kill me now.

CHLOE'S CLARK

I'm just going to tell her the truth; that she's kindest, most intelligent, most beautiful woman I have ever known and that I want to spend the rest of my life with her.

CHLOE'S PETE

You two are going to be great together.

CHLOE'S CLARK

I know. She's going to make me the happiest man in the world.

Chloe's Clark let's out a long and thoughtful sigh, a large smile reaching across his face.

Pete mocks Chloe's Clark from the other cubicle, letting out a long sigh of his own.

PETE

I had no idea you were such a hopeless romantic, Clark.

CLARK

When this is over, remind me to hurt you.

Chloe steps out of her office and walks down the row of cubicles stopping outside the one where the dream Clark and Pete are chatting it up.

CHLOE

Clark, get your stuff together. The President's just announced he's holding a press conference outside the courthouse. It's starting in half an hour.

Chloe's Clark nods and stands.

CHLOE'S CLARK

I'm ready to go now.

Chloe smiles at him but the smile quickly fades from her face as she turns and addresses dream Pete.

CHLOE

And what are you doing, standing around chatting it up when you should be out taking pictures?

CHLOE'S PETE

Well, Chief. I. umm.

CHLOE

Honestly, what am I paying you for, Ross?

She shakes her head and motions for the two of them to follow her.

CHLOE

Just come with us. You can take pictures at the press conference.

CHLOE'S PETE

Thanks, Chief!

Chloe's Pete and Clark quickly follow her out of the cubicle and towards the elevators.

The real Pete and Clark, along with Ghenghi, eye them closely as they get into an elevator and the doors close behind them.

CLARK

We'd better follow them.

PETE

Right.

Clark, Pete, and Ghenghi make their way to one of the other elevators in pursuit of Chloe and their fantasy counterparts.

EXT. CHLOE'S METROPOLIS COURTHOUSE - DAY

Outside the court house, a huge crowd of reporters and curious onlookers await the arrival of the President of the United States. A large stage and podium are setup at the bottom of the expansive stairs which extend on up to the Parthenon-like court building. Several security guards and policemen stand guard and keep order.

Standing at the very front of the crowd, near the stage, Chloe and her dream representations of Clark and Pete anxiously await the arrival of the President as the real Clark, Pete, and Ghenghi look on from off to the side, still in the front row.

PETE

This is kind of exciting.

CLARK

What is?

PETE

Well, I've never met the President before.

Clark pauses for a second then shoots his friend an odd look.

PETE

What?

From two large speakers, setup around the stairs, the Presidential Anthem begins to play and everyone quickly comes to attention. Chloe's Pete quickly gets ready with his camera as several security guards begin filing out of the front doors of the court house. A virtual cavalcade of flash bulbs goes off as the President makes his grand appearance before the crowd.

President Lex Luthor raises his arms in the air, triumphantly, greeting the crowd from the top of the steps. He smiles proudly then slowly descends towards the stage area.

Pete looks up at Lex, insulted.

PETE

She makes Lex President over me? Oh yeah, that's real fair. I'm her best friend! You know what this is? It's discrimination, that's what this is.

CLARK

Be quiet.

PETE

I don't believe it. You can't even get a black President in fantasy land.

Ghenghi looks up at Clark.

GHENGHI

Does your friend ever stop talking?

CLARK

Yeah, right.

President Luthor, along with several aides, makes it to the bottom of the steps but rather than walking straight to the stage, he takes some time to greet several people in the first row, including Chloe.

PRESIDENT LEX

Hello, Miss Sullivan.

CHLOE

Mr. President.

CHLOE'S CLARK

Mr. President.

CHLOE'S PETE

Mr. President.

PRESIDENT LEX

I want you to know that I read your article on the peace accords. It's amazing how you were able to capture the very essence of what we were trying to accomplish.

Chloe smiles proudly.

CHLOE

Thank you, Mr. President.

PRESIDENT LEX

No, thank you. Truly, the Daily Planet has earned its reputation as the greatest and most successful newspaper publication in the business.

The real Clark and Pete strain to hear what Lex is saying over the crowd.

CLARK

What's he saying?

PETE

::shakes head:: I'm not sure.

President Lex shakes Chloe's hand and then walks up to the stage, taking his place at the podium. He clears his throat, waiting for the crowd to quiet down, and prepares to deliver his speech.

PRESIDENT LEX

My fellow Americans. Today, we stand on the brink of a new era in the history of mankind.

Clark divides his attention between listening to Lex's speech and watching as his fantasy counterpart wraps his arm around Chloe's shoulders while tape recording the speech with his other hand. She seems quite content in his arms, resting her head against his shoulder.

PRESIDENT LEX

In June of 1945, Allied Supreme Commander Dwight D. Eisenhower addressed British parliamentarians and the royal family at Guildhall in London, England, after the defeat of Nazi Germany. During a time when the division of nations was marked, not by geographical borders, but by hate and fear, he described his dream of a world in which petty differences in trade, traditions, and national pride would not blind us to our identities in priceless values. It was his belief that if we kept our eyes on this guidepost, that no obstacles along our path of mutual co-operation could ever be insurmountable and that, when this truth had permeated to the remotest hamlet and heart of all peoples, we would be able to beat our swords into plowshares, such that all nations could enjoy the fruitfulness of the Earth.

Lex smiles proudly.

PRESIDENT LEX

I am proud to stand before you and say that, as of yesterday afternoon, that dream is one giant step closer to becoming a reality.

The crowd erupts into a giant round of applause, lasting several seconds.

Confused, Pete looks over at Clark.

PETE

How does she.?

CLARK

She wrote a paper on Eisenhower for history class. It was thirty-seven pages long.

PETE

::shrugs:: That's Chloe.

PRESIDENT LEX

We are a generation of peacemakers on the verge of writing perhaps the greatest chapter in human history. Together, we shall trudge forth, in the spirit of good will, in an effort to better our global society and not just to be better, or stronger, or wealthier than our neighbors. Let today be the day when conflict and holding weapons of mass destruction over another's head is officially a thing of the past. Let today be the day when we as a race give ourselves the gift of freedom.

Lex pauses as the crowd gives him another massive round of applause. He waits for the crowd to fully quiet down before beginning again.

PRESIDENT LEX

Four years ago, I came before you, at this very podium, and announced that I would be running for President of the United States. I was nervous, because we were a nation on the brink of war. Those were scary times, for everyone, and you called for someone to step up, someone who could bring about change, someone whom you could trust. I made promises to you that day, promises to exact that very change you so desired, and I did. Well, today, I'm going to make another promise.

From the top of the steps leading up to the courthouse, overlooking the crowd as President Lex Luthor gives his speech, stand two security guards who suddenly become distracted when a pair of oddly colored, green striped, cats mysteriously begin rubbing up against their legs, purring loudly. Curious, the security guards bend down and pick the cats up, inspecting the small animals.

PRESIDENT LEX

I promise to continue our pursuit for truth, and justice, and the American way. I promise to never settle, to never be content with any measure of partial liberty such that all men and women, of all nations, can enjoy the same freedom of world peace and prosperity.

The green cats purr loudly in the arms of the security guards until, all of a sudden, they simultaneously lash out with their claws, slashing big gashes across the guards' faces.

The guards each grab their faces in pain as the cats jump down and scurry away. Each man appears woozy, and quickly succumbs to their dizziness, falling lifelessly to the ground.

PRESIDENT LEX

I promise these things, and much more, if you'll give me that chance. Ladies and gentlemen, today I formally announce that I will seek a second term in office and, with your support, plan to run for re-election.

The crowd explodes into a massive ovation as a large banner comes rolling down from the roof of the courthouse. On the banner is a large picture of Lex's smiling face with the words "Re-elect Lex Luthor in '22 - The Greatest Political Mind of Our Time".

Clark looks up at the banner with a slightly confused expression on his face.

CLARK

Pete, is there a Presidential election in twenty-two?

PETE

::shrugs:: How should I know?

CLARK

I don't think there is.

PETE

Well, maybe Chloe doesn't know that.

CLARK

Maybe...

Lex steps out from behind the podium, raising his arms in the air, when a small dart suddenly flies into his neck. Almost immediately, his expression goes numb, and he falls lifelessly to the ground.

The crowd begins to scream as several unmarked cars screech to a stop behind them in the street. Several thugs, carrying gas grenade launchers and wearing gas masks, step out of the cars and shoot gas grenades into the middle of the crowd.

One of the gas canisters lands near Clark, Pete, and Ghenghi and they all begin coughing, choking on the fumes.

PETE

What's going on?!

CLARK

I don't know! We have to get to Chloe!

Clark desperately sifts his way through the mass hysteria of the dispersing crowd, trying to make his over to Chloe.

Chloe begins choking on the fumes from the gas grenades, grabbing at her throat. The dream Clark quickly takes off his suit jacket and wraps it over her head.

CHLOE'S CLARK

Stay down!

The dream Clark pushes Chloe to the ground and then, oddly, runs off, disappearing into the crowd.

Several security guards struggle to see through the slowly dissipating gas, only to be dispensed of by thugs wearing gas masks.

The real Clark pushes his way through the dense crowd, trying to make it Chloe before the thugs do.

CLARK

Chloe! Chloe!

Clark pushes passed several people, still choking on the gas, but determined to get to her. At one point, he can actually see her a few feet away, and he goes to reach out and grab her when someone steps in his way.

Skin tight, forest green leather hugs at the fit female body in front of him. The woman wears tall matching heels, making her appear several inches taller than she actually is. Dark olive leather gloves and a green, striped, mink boa also make up part of the costume's ensemble.

Clark's eyes widen as he looks up and finds himself staring into the emerald eyes of Lana Lang.

LANA MYNX

Back off, hot stuff.

Lana turns and gives Clark a swift kick to the head, knocking him to the ground.

LANA MYNX

::smiles:: Blondie's mine.

As the gas from the grenades dissipates, Lana motions for a couple of her thugs to pick up Chloe.

LANA MYNX

Bring her!

Chloe tries to fight them off, but the thugs are too strong and overpower her easily.

CHLOE

Let me go!

The thugs escort Chloe up to the podium and Lana kicks Lex's lifeless body from the stage, smiling as she listens to the thud of him crashing to the ground.

Meanwhile, Pete and Ghenghi walk over to Clark, helping him up.

PETE

Clark, man, are you all right?

Clark shakes his head, slightly dazed.

CLARK

I think so. That was some kick.

PETE

I guess we know who Chloe's least favorite person is.

GHENGHI

We should leave this place.

CLARK

::shakes head:: Not without Chloe.

GHENGHI

This is her world, her fate is secure. Ours is not.

CLARK

What do you mean?

GHENGHI

That which happens to us here, happens just as surely to our minds in the real world.

PETE

::rolls eyes:: Oh, now he tells us.

Clark looks up at the stage where the evil Lana and thugs hold Chloe captive.

CLARK

I'm not leaving until I know she's safe.

The evil Lana looks down from the stage, at Lex, and giggles.

LANA MYNX

I guess he won't be seeking re-election after all.

CHLOE

You'll never get away with this Mynx!

Lana turns her attention to Chloe.

LANA MYNX

Oh, really? And tell me, just who is going to stop me?

Clark gets to his feet, ready to answer the challenge, when someone in the weary crowd cries out.

CITIZEN I

Look, up in the sky!

Clark, Pete, and Ghenghi turn and look up, as do Lana, Chloe, and the thugs.

CITIZEN II

It's a bird!

CITIZEN II

::shakes head:: No, it's a plane!

In the distance, a small object can be seen flying in from over one of the buildings across the street.

CITIZEN III

::shakes head:: No. it's Marvelous Man!

CHLOE

::smiling:: Marvelous Man!

Lana curses under her breath.

LANA MYNX

::clenching teeth:: Marvelous Man!

Clark and Pete turn to each other, completely confused.

PETE and CLARK

Marvelous Man?

Marvelous Man flies in from over the building across the street, landing about thirty feet in front of the stage and a little ways from Clark, Pete, and Ghenghi. He wears a thick leather costume, primarily a dark red, with a yellow double "M" symbol on his chest and long blue cape. A similarly colored mask also covers his face, but it's clear who it is inside the costume; Chloe's own personal superhero.

MARVELOUS MAN

This looks like a job for Marvelous Man!

Pete desperately tries to contain the urge to laugh out loud, as Clark looks on with a mix of shock, horror, and embarrassment.

EXT. CHLOE'S METROPOLIS COURTHOUSE - DAY

Clark, Pete, and Ghenghi quickly take cover behind the base of a large statue outside the court house.

PETE

Did you tell her?

CLARK

No. Well. When you two were infected with that worm thing. Subconsciously, she must still remember.

PETE

Ah.

CLARK

You're never going to let me live this one down, are you?

PETE

::smiles:: Not a chance in hell.

Mynx looks to either side, motioning for several of her thugs to attack the masked superhero.

LANA MYNX

Sphinx! Rex! Somali! Get him!

While two of the evil Lana's thugs stay behind to keep Chloe hostage, three of them disperse after Marvelous Man.

The mighty Sphinx uses his massive bulk to try and charge the gallant superhero, but a quick shot to the gut stops him in his tracks. A kick to the side of the head later, and Sphinx is down for the count.

Rex and Somali opt for a coordinated attack from opposite sides, but fair little better than their Egyptian friend. Just as they are about to collapse in on the caped marvel, he leaps into the air and the thugs slam into each other, face first. Marvelous Man then lands on top of them to finish them off.

From near the base of the statue, Pete laughs to himself.

PETE

Clark be nimble, Clark be quick.

Clark wraps his arm around Pete's shoulder.

CLARK

::smiling:: Clark beat his friend with a really big stick.

Marvelous Man steps down from atop the defeated thugs.

MARVELOUS MAN

Give it up, Mynx! There's no escape! Your days of dastardly deeds are over!

LANA MYNX

I wouldn't be so sure of that, Marvelous Man!

Mynx smiles and nonchalantly steps down from the stage to meet him.

LANA MYNX

You see, I anticipated your arrival and I have something very special planned for you and goldie locks over there.

Marvelous Man steps forward, stopping a few feet short of the lovely Lana Mynx.

MARVELOUS MAN

I'm not going to let you hurt her.

LANA MYNX

Oh, how utterly 'Knight in Shining Armor' of you. I'm afraid it's a lame sentiment, however. I'm not the one who's going to hurt her.

She takes one more step towards him and leans forward, secretly pulling something out of her fur boa and holding it behind her back.

LANA MYNX

You are.

Chloe watches on from the stage, seeing Lana ready to strike with whatever she pulled out of the boa.

CHLOE

Marvelous Man, watch out!

LANA MYNX

Meooooow!

Lana pulls her hand up to her face and blows a small pile of green dust into Marvelous Man's face. He immediately begins coughing, backing away.

CHLOE

Marvelous Man!

MARVELOUS MAN

What have you done to me, you vile witch!?

LANA MYNX

Just given you a little incentive, that's all. I think you'll find it an eye opening experience.

Marvelous Man desperately tries to regain his composure, rubbing at his eyes.

LANA MYNX

You see, despite the fact that my beauty is unsurpassed in this world, you purr-sistently purr-sue putting the Princess of Plunder behind bars. Have I ever told you how unflattering stripes can be? Well, that's all going to change now.

Clark, Pete, and Ghenghi look on from the statue.

PETE

Excellent use of alliteration.

CLARK

Shh.

Marvelous Man regains his composure and looks up at Lana, appearing almost mesmerized as he stares into her eyes. She smiles and walks over to him, putting her hands on his chest.

LANA MYNX

As my poison purr-meates through your purr-fect body, you will soon find me irresistible. Like so many others, you will be a slave to my beauty, willing to do everything. and anything I ask.

Chloe looks on in horror, as the Mynx leans in and kisses him.

CHLOE

No! You get away from him, you witch!

Meanwhile, the real Clark looks on in horror, barely able to watch. Pete, on the other hand, seems to be enjoying himself a great deal.

CLARK

This is ridiculous.

PETE

This is awesome! I just wish I had some popcorn.

CLARK

::mumbles:: I'll give you some popcorn.

The evil Lana stares up at Marvelous Man and smiles, licking her lips after their long embrace.

LANA MYNX

Oh, my. You really are marvelous.

Mynx smiles and takes his hand, as Chloe silently cries to herself up on stage.

LANA MYNX

Now, I want you to do something for me.

MARVELOUS MAN

I'd do anything for you, my most beautiful goddess.

Mynx shoots a glance up at Chloe.

LANA MYNX

He's such a sweety! No wonder you love him so much!

Carefully, the Mynx escorts Marvelous Man up on to the stage. Further rubbing it in Chloe's face, the evil Lana lifts up Marvelous Man's hand and rubs her face on it, purring softly.

LANA MYNX

Such big, strong, hands.

She giggles, letting go of his hand, and faces Chloe.

LANA MYNX

I'm going to enjoy watching them tear you apart.

Chloe looks up at Marvelous Man and shakes her head, frightened.

CHLOE

Don't do this, Marvelous Man. Please, it's me, Chloe. She has you under some kind of spell! You have to fight it!

Marvelous Man stares down at Chloe, a determined look on his face. She doesn't appear to be getting through to him.

LANA MYNX

Give it up! I'm the only one he cares about now. I mean, let's face it, in any comparison between you and myself, you run a poor third.

Mynx's thugs tighten their grip as Chloe struggles to break free, Marvelous Man inching ever closer.

LANA MYNX

You've lost little girl. He could never love you as long as he could have me!

Marvelous Man lifts up his hands as he bears down on Chloe.

CHLOE

No, Marvelous Man! Please, don't!

LANA MYNX

::smiles:: Kill her!

Off to the side Clark swallows hard, readying himself to run in and save Chloe.

Marvelous Man lifts up his hands and reaches out to grab Chloe, but instead, punches the two thugs holding her square in the jaw with each fist. The thugs cry out in pain and are sent falling over the edge of the stage, landing hard on the concrete below.

LANA MYNX

::horrified:: What?! No!

Marvelous Man looks down at Chloe and smiles. Gratefully relieved, she hugs him tightly.

LANA MYNX

Impossible! You're under my spell! You must do anything I say!

Marvelous Man turns to face the evil Mynx, keeping one arm around Chloe.

MARVELOUS MAN

No spell could ever blind true love, Mynx! If your heart weren't so cold and black you would have known that.

CHLOE

Marvelous Man. you mean?

Marvelous Man looks down at Chloe and nods.

MARVELOUS MAN

Yes, Chloe Sullivan. I love you.

CHLOE

I love you too... Clark.

Overjoyed by the revelation, Chloe and Marvelous Man kiss each other passionately.

Off to the side, Clark painfully slams his head, several times, up against the stone base of the statue as Pete pretends to cry.

PETE

I just love a happy ending.

CLARK

I want to go home.

Marvelous Man and Chloe pry themselves apart, and the fantasy superhero grabs Mynx by the arm.

MARVELOUS MAN

You're going to jail for a long time, Miss Mynx.

SHUANG

Somehow, I think that might be a bit premature.

Everyone turns their attention to the sidewalk, where Shuang Xu stands coldly looking up at Marvelous Man and Chloe. He wears strikingly similar clothing to Ghenghi's.

Pete and Clark look over at the man, thoroughly confused.

PETE

Whoa, who's that? I don't know him.

CLARK

I don't recognize him either.

Ghenghi seems to be in shock at the site of Shuang.

GHENGHI

It's Shuang.

Pete and Clark shoot each other a glance and then turn to face Ghenghi.

PETE

You want to run that one by us again?

Marvelous Man escorts the Mynx down off the stage. Chloe follows close behind.

MARVELOUS MAN

Another one of your thugs, Mynx?

LANA MYNX

I've never seen this man before in my life.

MARVELOUS MAN

Sure you haven't.

Marvelous Man pushes Mynx to the ground, rather roughly.

MARVELOUS MAN

Stay there, if you know what's good for you.

Mynx glares at him from the ground, waiting for just the right moment to run. As soon as he turns his back, she quickly turns to get to her feet, but Chloe is there standing over her with a chair, smiling.

CHLOE

Go ahead. Give me a reason.

Opting not to run, Lana Mynx sits on the ground and huffs.

Meanwhile, Marvelous Man makes his way over to Shuang.

MARVELOUS MAN

I don't know who you are, but you picked the wrong man to mess with.

SHUANG

You're right. You don't know who I am.

Shuang raises his hand towards Chloe's superhero and an incredible bolt of lightning shoots out, slamming Marvelous Man right in the chest. Chloe's fantasy superhero is thrown backwards, landing violently on the ground. He lays there, motionless.

CHLOE

Clark!

Chloe quickly runs over to the downed superhero but is immediately intercepted by Shuang, who grabs her.

SHUANG

I don't think so.

Lana Mynx smiles from the ground, quickly getting to her feet. She runs over to Shuang.

LANA MYNX

My hero.

Chloe cries in Shuang's arms, desperately trying to get to Marvelous Man.

SHUANG

I trust you have a means of escape.

LANA MYNX

::shrugs:: Of course. Boys!

On cue, Mynx's thugs get into the cars they arrived in and start up the engines. Mynx and Shuang quickly run over to the cars, shoving Chloe inside.

Ghenghi runs out from behind the statue, straight for Shuang.

GHENGHI

Shuang!

CLARK

Ghenghi, wait!

Clark runs out after Ghenghi.

Shuang turns, seeing Ghenghi charging him. He immediately lifts up his hand, shooting another bolt of lightning, hitting Ghenghi right in the chest. The old man is thrown backwards, into Clark, and they both fall to the ground.

Shuang gets into one of the cars and they drive off.

It's Pete's turn to run out from the statue and he runs over to check on Clark and Ghenghi.

PETE

Clark, are you okay?

Clark sits up, ignoring Pete, turning his attention on Ghenghi. The old man struggles to breathe.

CLARK

Ghenghi. Ghenghi!

Ghenghi struggles to speak.

GHENGHI

Bring them together. to release yourself.

Ghenghi's eyes turn back in his head as his last breath sneaks passed his lips.

CLARK

Ghenghi.

Clark desperately tries to revive the old man, but to no avail.

CLARK

Ghenghi!

Pete hangs his head, then turns to look over at the downed Marvelous Man. Leaving Clark to mourn for Ghenghi, he walks over to the superhero's body and bends down to check his pulse. He shakes his head.

PETE

Looks like this dream just turned into a nightmare.

EXT. CHLOE'S METROPOLIS COURTHOUSE - DAY

Clark stares blankly through the transparent plastic pane of the bus stop wall as the bodies of Marvelous Man, President Lex Luthor, and Ghenghi are driven from the scene in a black van. Several police cars escort the vehicle to the morgue while officers on foot do their best to disperse the crowds of mournful onlookers.

Clark turns and walks over to the bench, sitting down next to Pete. For a while, the two of them sit together in silence, neither quite knowing what to say.

PETE

::sighs:: So, what's our next move?

CLARK

I don't even know where to start.

Pete takes a long look around.

PETE

Well, we're still here. At least we know she's okay.

CLARK

Without Ghenghi, I don't know what we're going to do. I mean, I just don't get it. Shuang just. came out of nowhere. Why is he here?

PETE

I think that's pretty obvious.

CLARK

But he wasn't at the Torch, which means he showed up after we did. If he just wanted to kill us, we're sitting ducks. He must want something.

PETE

Like what?

CLARK

Like. I don't know. ::shakes head:: I just don't know.

Clark thinks to himself for a minute then stands up, exhaling gruffly. He looks out through the plastic walls of the bus stop, down the expansive city street.

CLARK

How are we gonna find her, Pete? Chloe's Metropolis is just as huge as the real one. She could be anywhere.

Pete nods in acknowledgement.

CLARK

And even if we do find her, how are we supposed to stop Shuang? He took out Marvelous Man, and Ghenghi, with one shot.

PETE

You're the superhero, you tell me.

Clark turns to look at Pete just long enough to make a face.

After a few seconds, Pete freezes, the proverbial light bulb turning on in his head.

PETE

Wait a minute. That's right. You are the superhero, aren't you?

Clark turns and leans up against the side bus stop wall.

CLARK

What are you talking about?

PETE

Marvelous Man would know where to find her.

CLARK

Yeah, well in case you hadn't noticed, they just spent two hours scraping Marvelous Man up off the pavement.

PETE

But you're Marvelous Man.

Clark shrugs, obviously not knowing where Pete is going.

CLARK

In a manner of speaking, I guess.

PETE

Come on Clark, you read comic books. Turn the page.

Pete stands and takes a step towards Clark.

PETE

Back at the press conference, wasn't it a little convenient that Chloe and Clark just happened to be there when Lana showed up and went all baller- Rambo on everybody?

CLARK

::shrugs:: It's Chloe's dream.

PETE

Exactly. This whole city is part of Chloe's dream and it centers around two people; her and Marvelous Man.

CLARK

Pete, where are you going with this?

PETE

Marvelous Man is Chloe's knight in shining armor, right? The whole reason behind Chloe getting into trouble is so that Marvelous Man can come and save the day. Being the superhero, he'll be able to figure out where she is from all the lame clues left behind by the bad guys.

CLARK

What clues?

PETE

The clues left for Marvelous Man to figure out.

CLARK

But there aren't any clues.

PETE

Because Chloe thinks Marvelous Man is dead. As long as she thinks he's dead, there won't be any clues.

CLARK

But Marvelous Man "is" dead.

PETE

But you're not.

CLARK

::hesitant:: What are you suggesting?

Pete looks around the bus stop, finding an old newspaper on the end of the bench.

PETE

Chloe thought you were her Clark back at the Planet and, back in the alley, you used your super speed.

Pete tears a piece of one of the pages from the newspaper and shows it to Clark.

PETE

You still have all your powers?

Clark hesitates, then, takes the piece of newspaper from his friend's hand. Gently, he drops the piece directly in front of himself and, using his heat vision, completely incinerates it.

PETE

What do you say to Marvelous Man making a miraculous comeback?

Clark thinks for a moment, a bad taste in his mouth.

CLARK

::shakes head:: Even if I did it, how do we convince Chloe that Marvelous Man is still alive? We can't find her. That's our problem.

PETE

Clark, man, this whole world is just Chloe's little Candyland. By convincing all of them.

Pete points to the large crowd gathered outside the courthouse.

PETE

. we convince her. Shuang may be the big baddie, but this is still Chloe's mind and she wants you to save her. We just need to tell her where to find you so she can tell us where to go to save her. Make sense?

Clark still seems a little confused.

PETE

::shrugs:: Come on man, haven't you even seen ONE episode of Star Trek?

CLARK

All right, we do this. we find her. then what? Shuang killed the original Marvelous Man, and Ghenghi, with one shot.

PETE

That's right, but you have one advantage the original Marvelous Man didn't have.

CLARK

What's that?

PETE

::smiles widely:: A sidekick.

Clark carefully considers his options, finally relenting.

CLARK

Okay. What do we do first?

Pete smiles.

EXT. LIONEL'S MASQUERADE - DAY

Clark and Pete stand outside a shop with several lavishly dressed mannequins in the window. Staring up at the sign, immediately recognizing the name, they shoot each other a glance and walk in.

INT. LIONEL'S MASQUERADE - STORE FRONT

Clark and Pete step inside to find racks upon racks of clothes lined up from the front of the store to the back. Along both walls, mannequins model the more extreme variations including a colonial military uniform, an astronaut suit, and one particularly odd blue cape and cowl combination.

Quietly, Clark and Pete browse the storeroom, no one else in sight. Sifting through one of the racks, Pete pulls out an odd purple spandex jumpsuit and cringes.

PETE

This is like the walk-in closet from hell.

MASQUERADE LIONEL

You could say that.

Clark and Pete turn to see Lionel Luthor sifting his way towards them, through various racks of clothing, wearing thick red face makeup and a devil jumpsuit, complete with tail and pitchfork. Seeing the reaction on their faces, he laughs.

MASQUERADE LIONEL

What do you think? I just got it in this morning.

He turns, modeling the costume. They simply shrug.

MASQUERADE LIONEL

Well, it's not for everyone I suppose. What can I do for you two, gentlemen?

PETE

Oh, we're just browsing.

MASQUERADE LIONEL

For anything in particular?

PETE

Well.

Clark interrupts.

CLARK

We're going to a comic book convention in a couple of days and we were thinking of dressing up like superheroes.

MASQUERADE LIONEL

::nods:: I see. Was there a specific hero that you had in mind?

CLARK and PETE

Marvelous Man.

MASQUERADE LIONEL

Ah. Well, I don't think we have any Marvelous Man costumes in stock at the moment.

Lionel thinks to himself.

MASQUERADE LIONEL

.but we might be able to piece a few things together. Come with me.

Lionel motions for them to walk, with him, to the back of the store. As Clark walks by, Lionel nods.

MASQUERADE LIONEL

Marvelous Man is a nice choice. Blue and red seem to be your colors.

INT. LIONEL'S MASQUERADE - CHANGING ROOMS

Clark and Pete try on various outfits in neighboring changing rooms. Only the tops of their heads can be seen above the changing room doors.

CLARK

These colors are all wrong. There was much more red in his costume.

PETE

Relax, Clark. You're the new and improved Marvelous Man. You get to have a different costume.

CLARK

Then, do I have to wear a cape?

PETE

Yes, you have to wear a cape! What self-respecting superhero doesn't have a cape?

CLARK

Well, I'm not wearing the mask.

PETE

Why not?

CLARK

Bad guys wear masks.

PETE

What about your secret identity?

CLARK

What secret identity? She already knows I'm Marvelous Man.

PETE

::rolls eyes:: Fine, don't wear the mask.

Lionel patiently checks up on them from outside the changing room doors.

MASQUERADE LIONEL

How are we doing in there, gentlemen?

PETE

Great. We'll be out in a minute.

Lionel nods and goes about his business.

Pete knocks on the wall that his room shares with Clark's.

PETE

Hey, Clark, what do you think of Amazing Man?

CLARK

Amazing Man?

PETE

Well, you're Marvelous Man. I figured I'd be something similar.

CLARK

::shakes head:: You can't be a "man", you're a sidekick. You have to be a "boy", like Amazing Boy or Marvelous Boy.

PETE

Who said that?

CLARK

Those are the rules.

PETE

Those aren't the rules.

CLARK

Are too.

PETE

That's not fair. This was my idea.

CLARK

You could be a kid, like Kid Marvelous.

PETE

Oh, because that's so much better.

CLARK

You're the one who wanted to be my sidekick.

Pete shakes his head as he finishes getting into one of his costumes.

PETE

What about something completely different then?

CLARK

Like what?

PETE

Well, I was thinking, superheroes usually have some sort of power. Well, I'm pretty fast. I mean, I'm not as fast as you, but you've seen me on the courts. I mean I'm smokin' fast on the courts.

Clark rolls his eyes.

PETE

Maybe I could call myself something like the Speed Demon, or the Lightning Bolt, or. the Flash.

CLARK

::laughs:: The Flash? What kind of a stupid name for a superhero is the Flash?

Pete thinks to himself for a moment, reconsidering the name.

PETE

Yeah. I guess it is a pretty stupid name.

MASQUERADE LIONEL

Gentlemen? Are we ready? I plan on closing in a few minutes.

Pete looks down at himself in full costume and takes a deep breath.

PETE

Clark, you ready, man?

Clark takes a deep breath of his own.

CLARK

::nods:: I'm ready. Are you ready?

PETE

Let's do this.

Lionel folds his arms across his chest as the doors to the changing rooms open and Clark and Pete step out.

CLARK

Well? What do you think?

Lionel carefully examines each of them.

MASQUERADE LIONEL

::nods:: This could work. This could definitely work.

Lionel laughs devilishly.

INT. CHLOE'S M.E.T. NEWSROOM - NEWSROOM

The lights gradually turn on in the M.E.T. newsroom revealing none other than Tom Brokaw sitting behind the news desk.

BROKAW

Good evening everybody, I'm Tom Brokaw.

Brokaw turns to face another camera as a small screen pops up to his side.

BROKAW

Terror has gripped the streets of the city, today, and the Metropolis Police Department has quickly found themselves overwhelmed in the wake of the loss of Metropolis' finest hero, Marvelous Man.

Scenes of robberies and car chases roll by on the screen beside Brokaw.

BROKAW

Indeed, without Metropolis' guardian angel standing watch over the city, criminals have enjoyed a freedom they've not seen in years. As a result, crime and vandalism have sky rocketed to a staggering one-thousand percent leaving many wondering what police commissioner Whitney Fordman plans to do to stop these villains.

On the screen besides Brokaw, several people are interviewed.

INTERVIEW I

A state of marshal law should be declared to take our city back. It's just not safe any more and someone needs to do something!

INTERVIEW II

::crying:: Without Marvelous Man to help us, who will save us!? Who will save us?!

The third person interviewed holds a baseball bat in his hands and looks extremely angry.

INTERVIEW III

Who needs Marvelous Man? Someone wants to mess with me, I'll go Babe Ruth on their.

The interview cuts short.

BROKAW

In related news, newly sworn in President Helen Bryce, former Vice President to the Luthor administration, has promised the city Federal aid in the form of fifty-thousand national guardsman scheduled to arrive in the city later tonight.

Someone hands Brokaw a sheet of paper from off screen. He quickly scans over the sheet of paper.

BROKAW

This just in. A breaking story, several armed assailants have apparently stormed Metropolis City Hall, taking several hostages, including Mayor Jonathan Kent and his wife, Martha Kent.

Jonathan and Martha's picture pops up on the screen.

BROKAW

First reports indicate the gang is led by the infamous Corrupto.

Sheriff Ethan's picture replaces Jonathan and Martha's on the screen beside Brokaw.

BROKAW

. former Chief Commissioner Ethan of the Metropolis Police Department. We now go live with M.E.T. correspondent Henry Jones, where police are already on the scene. Henry.

EXT. CHLOE'S METROPOLIS CITY HALL - NIGHT

Henry Jones stands outside the Metropolis City Hall which is surrounded by police vehicles. Massive spotlights on all sides illuminate the impressive building as if the sun were still shining brightly overhead.

REPORTER HENRY

Thanks, Tom. I'm here, outside Metropolis City Hall, where Corrupto has led his gang of rogue cops in a raid on the building. By all accounts, no one was injured during the raid, but Mayor Kent, his wife, and his entire staff are being held hostage inside.

Commissioner Whitney Fordman's car pulls up just out of view of the camera and Henry quickly starts walking over to the car.

REPORTER HENRY

It seems Police Commissioner Fordman has just arrived on the scene.

Whitney Fordman gets out of the car in full police garb, a deeply concerned look etched across his face.

REPORTER HENRY

Police Commissioner Fordman!

Henry steps right up to Whitney, who quickly pushes passed him.

REPORTER HENRY

Commissioner, has there been any communication with Corrupto, or his gang inside?

COMMISSIONER WHITNEY

We haven't received any words of any demands or ransoms, if that's what you're asking.

REPORTER HENRY

Do the police have any theories as to the reasoning behind the raid?

COMMISSIONER WHITNEY

::shakes head:: No comment.

Whitney walks over to two of his officers, who are huddled around a police phone, leaving Henry behind the police line.

COMMISSIONER WHITNEY

Any word yet from inside?

OFFICER I

Nothing yet, sir. They're demanding to speak to you. They won't talk to anyone else.

The officer hands Whitney the end of a mobile police phone which is hooked up to a recording device. Before using the phone, he points to the line of police cars outside the City Hall building.

COMMISSIONER WHITNEY

All right, I want to close in the perimeter. Get more cars up front, and keep everybody moving.

Whitney casually looks up at the buildings across the street where several snipers take aim from the rooftops.

COMMISSIONER WHITNEY

I want to draw their attention away from the sniper positions. We're going to stay aggressive and keep them looking out the windows. Do we have any idea how many of them are inside?

OFFICER I

::shakes head:: At least five, Commissioner.

COMMISSIONER WHITNEY

Damn. All right, tell the S.W.A.T. team to be ready with gas grenades. If talks break down, I want to be able to flood that entire building at a moment's notice. Understand?

OFFICER I

Yes, sir.

Whitney nods to the second officer, who operates the phone.

COMMISSIONER WHITNEY

Patch me through.

INT. CHLOE'S METROPOLIS CITY HALL - MAYOR'S OFFICE

Jonathan and Martha Kent sit together on the floor, in one corner of the office, along with several members of Jonathan's staff. They seem worried and tense. Martha grasps hold of Jonathan's hand tightly.

Several masked men, dressed in makeshift police uniforms with badges on the wrong side, keep them at bay with a varied assortment of handguns. Their leader, Corrupto, sits at the Mayor's desk, with his feet up, smoking a cigar.

CORRUPTO ETHAN

::smiling:: I've always wondered what it would feel like to sit in this chair.

He laughs, putting the cigar out on the desk.

CORRUPTO ETHAN

It's good to be Mayor.

MAYOR JONATHAN

Why are you doing this, Ethan? We used to be friends.

CORRUPTO ETHAN

I still consider you a friend, Jonathan, a good friend. There are just some things that are more important than friendship.

Corrupto raises the cigar in his hand and laughs.

CORRUPTO ETHAN

Fine cigars for instance.

Jonathan and Martha each shake their heads in contempt as the phone rings. Corrupto quickly picks it up.

CORRUPTO ETHAN

I already told you, I'm not talking to anyone except Commissioner Fordman.

EXT. CHLOE'S METROPOLIS CITY HALL - NIGHT

Whitney motions for everyone around him to quiet down as the tape recorder starts recording their conversation.

COMMISSIONER WHITNEY

This is Commissioner Fordman.

INT. CHLOE'S METROPOLIS CITY HALL - MAYOR'S OFFICE

Corrupto smiles and leans back in his chair.

CORRUPTO ETHAN

Oh, well then, now we're getting somewhere.

EXT. CHLOE'S METROPOLIS CITY HALL - NIGHT

COMMISSIONER WHITNEY

We have the place surrounded, Ethan. Release the hostages now, and surrender yourselves, and we'll work with the District Attorney to cut you a deal.

INT. CHLOE'S METROPOLIS CITY HALL - MAYOR'S OFFICE

Corrupto laughs.

CORRUPTO ETHAN

Don't insult me. You may have come back from the dead once, but unless you have another miraculous resurrection up your sleeve, you and I both know who's holding all the cards here.

COMMISSIONER WHITNEY

::over phone:: What do you want?

CORRUPTO ETHAN

I want my commission back, but I'll settle for the head of the man who took it from me.

Corrupto shrugs.

CORRUPTO ETHAN

. and a hundred million hard cash.

EXT. CHLOE'S METROPOLIS CITY HALL - NIGHT

Whitney looks over at his fellow officers with a disgusted look on his face.

COMMISSIONER WHITNEY

You want Marvelous Man's head?

INT. CHLOE'S METROPOLIS CITY HALL - MAYOR'S OFFICE

Corrupto laughs. Several of his henchmen do the same.

CORRUPTO ETHAN

I figure I'll hang it up on my wall. I have a perfect place for it just over my fireplace. Now that he's dead, he should be much more willing to part with it.

EXT. CHLOE'S METROPOLIS CITY HALL - NIGHT

Whitney holds his hand over the phone and whispers to the first officer.

COMMISSIONER WHITNEY

Tell the S.W.A.T. team to get ready.

The officer nods and runs off. Whitney takes his hand from the phone.

COMMISSIONER WHITNEY

Forget it Corrupto! We can get you the money, but that's all.

INT. CHLOE'S METROPOLIS CITY HALL - MAYOR'S OFFICE

Corrupto raises an eyebrow.

CORRUPTO ETHAN

Really?

He shrugs.

CORRUPTO ETHAN

Oh, well. It's all just the same to me. There are plenty of other heads in here for me to take instead. The mayor's, for instance.

Corrupto lays the phone down on the desk and motions toward one of his men to walk over to Jonathan.

CORRUPTO ETHAN

Stand him up!

COMMISSIONER WHITNEY

::over phone:: Ethan!?

Corrupto's henchman grabs Mayor Jonathan Kent up off the ground and stands him in front of Corrupto. From the ground, Martha screams, trying to crawl her way over to Jonathan.

MAYOR'S WIFE MARTHA

Jonathan!

Another one of Corrupto's henchman holds Martha back at gunpoint as Corrupto stands up out of the chair. The madman smiles as he unsheathes an old fashioned military sword from his side.

COMMISSIONER WHITNEY

::over phone:: Ethan!? Corrupto!?

MAYOR'S WIFE MARTHA

Jonathan!

Corrupto smiles widely as he points the tip of the sword at Jonathan, who swallows hard.

EXT. CHLOE'S METROPOLIS CITY HALL - NIGHT

Commissioner Fordman gives up, slamming the phone down. He quickly starts issuing orders to his men.

COMMISSIONER WHITNEY

That's it, we're going in! Tell the S.W.A.T. to move.

As Whitney starts making his way over to the S.W.A.T. team, a hand reaches out and grabs him by the shoulder.

CLARK

Commissioner Fordman.

Whitney turns, angrily.

COMMISSIONER WHITNEY

What is it?!

Whitney's jaw drops and his eyes grow wide.

COMMISSIONER WHITNEY

My god.

INT. CHLOE'S METROPOLIS CITY HALL - MAYOR'S OFFICE

Corrupto's rogue cops hold Martha back as Corrupto brings the tip of the sword inches away from Jonathan's neck.

CORRUPTO

I just want you to know, Jonathan, it's nothing personal.

MAYOR JONATHAN

You don't have to do this, Ethan.

CORRUPTO

Someone has to pay for what happened to me!

MAYOR JONATHAN

Someone already did! You paid! It was your own fault what happened. Now, this is your one chance at redemption. Don't throw it away.

CORRUPTO

It's too late, my friend. It's too late.

Corrupto pulls the sword back and prepares to behead Jonathan.

Jonathan closes his eyes, turning his head.

MAYOR'S WIFE MARTHA

::screams:: Jonathan!

Corrupto readies himself to strike when, all of a sudden, the wall behind him explodes.

Ethan turns, shielding his face from the debris, struggling to see through the cloud of dust. Slowly, the cloud begins to dissipate. Where the wall once was, Clark stands in full costume. A blue cape, primarily red tights, and a single "M" symbol across his chest, his costume is remarkably similar to the one he will soon wear as the Man of Steel, but with the blue and red inverted.

Clark stands tall, his hands firmly planted on his waist, staring straight into Corrupto's eyes.

CLARK

This looks like a job for Marvelous Man!

Pete jumps out from behind him, taking a similar stance at Clark's side. He wears a similar costume except Pete's cape is red.

PETE

. and his trusty sidekick, Captain Marvelous!

Corrupto, Jonathan, and Martha stare on in utter shock at the sight of the superhero duo.

INT. CHLOE'S METROPOLIS CITY HALL - MAYOR'S OFFICE

Corrupto's wide eyes reveal his disbelief at the sight of the two "marvelous" superheroes.

CORRUPTO ETHAN

Impossible! You. You're dead!

PETE

You can't kill Marvelous Man. He's like a bad penny.

Corrupto lowers his sword and grabs for his gun on the desk.

CORRUPTO ETHAN

Well, I can try! Shoot them!

Pete's heart skips a beat as Corrupto's men raise their guns and prepare to fire.

PETE

Uh oh.

Quickly, Pete ducks behind Clark as Corrupto and his henchmen open fire. Each man empties their gun on the future Man of Steel, but the bullets harmlessly bounce off of him like softly tossed cheese puffs.

The final shot from Corrupto's gun heads for Clark's face, but he catches it in mid-air. Smiling, he shows the bullet to Corrupto and tosses it back to him.

CLARK

Want to try that again? You might have better luck the second time around.

Furious, Corrupto throws the gun down, lifting his sword high above his head. He charges Clark, who merely holds up his arm in defense. Unsurprisingly, as Corrupto brings the sword down, the blade hits Clark's arm and shatters into a million tiny pieces.

CLARK

Yeah, I don't think so.

Clark pulls his hand back and flattens Corrupto with a single shot to the jaw. He then turns his gaze onto the villain's henchmen.

CLARK

Next.

Corrupto's henchmen shoot each other a quick, worried, glance. Almost immediately, they drop to the ground, throwing their hands up behind the backs of their head in submission.

With the action over, Pete comes out from behind Clark, nodding satisfactorily.

PETE

That's right! You ain't so tough now, are ya?

Clark shakes his head, looking over at Pete.

CLARK

Captain Marvelous? I thought we'd agreed on Marvelous Boy. Now, you sound better than me.

PETE

::shakes head:: Nah, see I'm just the Captain. See, you, you're like the Admiral. no, the President. of Marvelous-ness.

CLARK

::nods:: Oh, okay.

They share a laugh.

INT. LANA MYNX'S HIDEOUT - LARGE OFFICE

What once was a large office, on the top floor of a factory, is now the hideout of the evil Lana Mynx. Bright green fur decorates the walls, ceiling, doors, and even acts as a carpet on the floor. In the middle of the room, two similarly furry couches sit on either side of an enormous bed where Lana lays comfortably atop a green fur blanket, resting her head on a mass of fur pillows.

Two her henchmen stand on either side of the bed, fanning Lana with oversized green feathers. Two other stooges also sit on either couch. The entire gang solemnly watches the television, which is currently set to the latest Survivor.

LANA MYNX

I don't understand how they can call the show 'Survivor' when no one ever dies? It just doesn't seem right.

She sits up and sighs, utterly bored.

SPHINX

Hey, boss, you look like you could use some fresh air. Why don't we go out and rob a bank or something?

LANA MYNX

Aw, Sphinx honey, that's sweet. I'm just not really in the mood. Now that Marvelous Man's out of the picture, there just isn't the same thrill that there used to be.

SOMALI

I have an idea. Why don't we kill the reporter? That'll make you feel better for sure, boss.

LANA MYNX

::shakes head:: Shuang's not finished playing with her yet. We can always kill her later, though. maybe after dinner.

SPHINX

I don't trust that fella, boss. What do we really know about that guy? And what does he want with the reporter anyway?

LANA MYNX

::shrugs:: Who knows? He did save our tails back there, though, so we'll cut him a little slack. Besides.

She smiles, curling herself into a little ball.

LANA MYNX

He's got those cute little dimples.

On the television, a special news report interrupts 'Survivor', quickly drawing Lana's attention.

INT. LANA MYNX'S HIDEOUT - BACK ROOM

Chloe sits tied to a chair in the middle of an otherwise empty back room, adjacent to the large office. The room is almost completely dark, lit only by the thin blue strands of energy being emitted from Shuang's hands which he holds up on either side of Chloe's head.

Shuang stares straight into Chloe's eyes and she stares blankly back at him.

SHUANG

Your dreams fade away. They collapse around you and leave you falling. When you open your eyes, you can see your fears before you. It is real. You exist there.

CHLOE

::blankly:: No.

SHUANG

Where are you?

The energy beams intensify about Chloe's head as Shuang grows impatient.

SHUANG

Where are you?!

One of the doors leading to the large office opens, suddenly, and the Mynx bursts into the room.

LANA MYNX

Shuang.

Shuang releases Chloe and turns to face Lana. Chloe slumps back in the chair.

SHUANG

I told you not to disturb me.

LANA MYNX

I realize that, but I thought you might be interested to know that our favorite southern fried superhero is, unexpectedly, back on the menu.

Shuang pushes passed Lana, into the large office.

SHUANG

What are you talking about?

INT. LANA MYNX'S HIDEOUT - LARGE OFFICE

Shuang steps out of the back room, heading straight for the television. Smiling, Lana playfully skips up to him, from behind, wrapping her arm around his.

The television shows the police escorting Corrupto and several members of his gang out of the Metropolis City Hall in handcuffs. The picture then changes to show reporter Henry Jones.

REPORTER HENRY

Henry Jones here, outside Metropolis City Hall, and that was the scene, moments ago, when none other than Marvelous Man, once again, saved the city from the villainy of the evil Corrupto. Thought to be dead, Marvelous Man made his triumphant return, vowing to again restore order to the city.

The picture changes to show Clark and Pete in their superhero costumes. Clark holds a microphone.

CLARK

I want everyone to know that I am alive and well and that, with the help of the Metropolis Police Department.

Pete leans into the microphone.

PETE

. and his new sidekick, Captain Marvelous.

CLARK

. I plan on putting an end to crime in the city once and for all, starting with the Mynx and her gang of Cat-men. Thank you.

Lana giggles, turning off the television, biting the inner part of her lip. Shuang, for his part, appears both angry and a little bit confused.

LANA MYNX

He's such a love. He mentioned us by name, boys. Wasn't that nice of him?

SPHINX

::confused:: What's with the new costume?

LANA MYNX

::shrugs:: I don't know. Maybe the other one had fleas or something.

SHUANG

He couldn't have survived. He should be dead.

LANA MYNX

No worries, darling, you did your best. We'll just have to kill him 'bigger' this time.

She pulls Shuang's arm towards a door on the other side of the room.

LANA MYNX

Come on, I have the purr-fect plan. ::giggles:: It's simply to die for.

Clearly concerned, Shuang ultimately gives in, following Mynx and her men out of the office.

EXT. CHLOE'S METROPOLIS POLICE STATION - NIGHT

The moon shines brightly over the M.P.D. building, it's soft blue rays reflecting gently off the squad cars parked out front.

INT. CHLOE'S METROPOLIS POLICE STATION - COMMISSIONER'S OFFICE

Whitney unscrews the cap of his thermos and pours some of the hot liquid into a mug on his desk. He then screws the cap back on and places the thermos into a drawer. Closing the drawer, he takes a sip from the mug.

COMMISSIONER WHITNEY

That's everything we found outside the courthouse.

In the center of Whitney's office, Clark and Pete investigate various bagged items laid out across a long table. One such item, namely a used gas grenade, peaks Clark's interest and he examines it carefully. Pete also takes a good long look at the bag containing the dart which killed President Lex Luthor.

Whitney moves towards them as they examine the evidence, keeping the mug in hand.

COMMISSIONER WHITNEY

Unfortunately, they didn't leave too much behind and, what they did, we couldn't trace. We also weren't able to lift any fingerprints.

PETE

What was in the dart?

COMMISSIONER WHITNEY

Nothing terribly creative, standard cyanide. Quick and effective.

Pete shrugs and places the bag back down on the desk.

Clark continues to examine the used grenade, taking particular interest in some scratched numbers on one side. The casing, overall, seems to be pretty beat up. There is also some notable brown dirt on the casing and some that's settled in the bottom of the bag.

CLARK

There are some numbers on the back of this, but I can't quite make them out.

COMMISSIONER WHITNEY

::nods:: It's a serial number. They filed it down to keep us from being able to trace it. Well, someone did anyway. It might have been them or it might just have been whoever it was they got it from. We can't really be sure.

Clark looks at Whitney and prepares to open the bag.

CLARK

May I.?

COMMISSIONER WHITNEY

::nods:: Go ahead.

Clark opens up the bag and reaches inside for the grenade.

Pete, leaning in to get a better look at the grenade, wrinkles his nose.

PETE

What's that smell?

COMMISSIONER WHITNEY

Leftovers from the gas, I imagine. Pretty nasty stuff, huh?

Clark turns the grenade over in his hands, taking a long look at the filed down numbers using his X-ray vision. Despite his abilities, he still can't make out the numbers.

CLARK

::shakes head:: I can't make them out either.

Frustrated, Clark places the grenade back in the bag and seals it. Noticing some of the brown dirt on his hands, he claps them together.

COMMISSIONER WHITNEY

Well, that's all we got from the scene. I do have a few favors called out to some of our local street rats, but Mynx has been lying pretty low. So far, none of them have heard anything.

Pete siphons through a few more of the bags, mostly random items, probably dropped by people from the crowd during the gas attack.

PETE

It has to be here. There's got to be some sort of clue. There's always a clue. We're just not seeing it.

Whitney takes another sip from his mug, shaking his head.

COMMISSIONER WHITNEY

I don't know. We've been over that stuff fifty times already. It looks like she covered her tracks pretty well this time.

Clark wraps his left arm across his chest and brings his right hand up just under his nose, contemplating the evidence before him. Breathing in through his nose, he thoughtfully considers all the evidence when something catches his attention.

Clark sniffs twice, then, something in the air sparking his interest. Concluding that the smell is coming from his own hand, Clark looks at it then sniffs it a third time.

CLARK

Commissioner, are you drinking coffee?

Whitney looks into his mug, briefly, and shakes his head.

COMMISSIONER WHITNEY

Actually, it's chicken broth. I think I might be coming down with a cold. Why?

Clark sniffs his hand again.

CLARK

I smell coffee.

Pete, confused, leans in a gives Clark's hand a quick sniff of his own. Looking down at the table, Clark reaches for the bag with the used grenade. Picking it up, he looks at the brown 'dirt' that's settled in the bottom of the bag. Pete sees it too.

PETE

Coffee grinds?

CLARK

::nods:: Coffee grinds.

PETE

::smiles:: Let me take this one?

CLARK

By all means.

Pete turns to face Whitney, confident.

PETE

Commissioner, by any strange bit of luck, is there an old abandoned coffee grinding factory in the city? Maybe even a warehouse of some kind?

Whitney thinks for a moment, then nods.

COMMISSIONER WHITNEY

Now that you mention it, there is an old grinding factory out in the warehouse district.

Whitney turns, walking around his desk to a large map of the city hanging on the wall. Quickly scanning over it with his finger, he points to the location of the factory on the map.

COMMISSIONER WHITNEY

Here it is, the old Talon-House coffee grinding factory at. Twenty-two Keanu Street.

Pete smiles, elbowing Clark in the side.

PETE

What'd I tell you? I told you it would work. I am so good, sometimes it's scary.

Something about the street address catches Clark's attention.

CLARK

::whisper:: Twenty-two?

COMMISSIONER WHITNEY

You think that's where the Mynx is hiding out?

PETE

It's a good place to start.

Whitney puts his mug down on the desk and grabs for the phone.

COMMISSIONER WHITNEY

I can have thirty squad cars there in ten minutes.

CLARK

I think it'd be best if you let us handle this, Commissioner.

COMMISSIONER WHITNEY

Well, you might need some backup.

As Clark and Pete head for the door, and Clark turns to object, Pete grabs Clark by the arm.

PETE

They're the cops. We're the superheroes. They'll be late. Let it go.

Clark nods, begrudgingly, and he and Pete head out the door.

EXT. CHLOE'S METROPOLIS POLICE STATION - NIGHT

Clark and Pete run out the front door of the police station, stopping in front of the building.

CLARK

I'll go ahead.

Clark turns to run off, but Pete stops him.

PETE

I don't think so, I'm coming with you.

CLARK

I can get there faster.

PETE

Then, carry me.

CLARK

Carry you!?

Pete insists and Clark ultimately gives in, turning his back, allowing Pete to jump on.

CLARK

Just so you know, I'm not turning back for you if you fall off.

PETE

Shut up and run, alien boy.

CLARK

Hold on tight.

Clark darts off down the street, at super speed, with Pete on his back.

EXT. TALON-HOUSE COFFEE GRINDING FACTORY - NIGHT

Clark stops running just outside the old, worn down, Talon-House coffee grinding factory, now the secret lair of the evil Lana Mynx. Pete quickly jumps down from off of Clark's back.

PETE

Whoa, I knew you were fast but I didn't know you were that fast. You should sell tickets. You'd make a fortune.

CLARK

::sarcastic:: Really? Well, if this superhero gig doesn't pan out, it's good to know I have a career as an amusement park ride to fall back on.

The Talon-House factory is old and worn down. The door is boarded up and a sign, nailed to one of the boards, reads "CONDEMNED". Clark and Pete approach it with caution.

PETE

So, you pickin' up anything on radar?

Clark stares at the front wall, using his X-ray vision to try and peer inside. For some reason, though, he can't see through the wall.

CLARK

::shakes head:: I don't know. I can't see through the wall.

PETE

Great. I guess we go in blind then.

Clark heads for the door and pulls down the boards blocking the entrance.

CLARK

Stay behind me.

PETE

You don't have to tell me twice.

They enter the factory.

INT. TALON-HOUSE COFFEE GRINDING FACTORY - FACTORY INTERIOR

Clark and Pete head inside the factory. The lights are off. Only the moonlight, sneaking in through various windows and holes in the roof, provides any real illumination. Only able to see a few feet in front of them, they move deeper into the factory.

Pete holds his nose.

PETE

Ugh. It smells like my uncle's feet in here.

CLARK

Shh.

They approach a dark corner, leading into the main factory floor, treading quietly.

PETE

::quietly:: Doesn't look like anyone's here.

CLARK

::quietly:: They're here.

PETE

::quietly:: How do you know?

CLARK

::quietly:: I can hear them breathing.

PETE

::quietly:: You can do that?

They turn the corner and find themselves in the main factory floor. Rusted, run down, machines long passed their prime litter the open floor. A few giant gaps in the lines of machines mark where newer and still useful models had been removed when the factory closed down.

A particularly strong beam of moonlight illuminates a large metal stairwell leading up to a metal walkway that spans the entire factory interior. Tied up and suspended just above the walkway, immediately grabbing Clark's and Pete's attention, is Chloe Sullivan.

CLARK

Look, up there!

Clark motions towards Chloe and he and Pete immediately head for the stairs.

PETE

Chloe?!

Clark and Pete quickly climb the stairs, running towards her, down the walkway. She sees them and quickly starts shaking her head and screaming, but the tape over her mouth prevents her from warning them in time. As they approach her, the metal grating beneath their feet gives way and all three of them are sent plummeting to the ground below.

Clark and Pete hit the ground hard, Chloe landing on top of them. Coffee beans lay scattered on the floor around them as they try to recover from the fall.

PETE

::weary:: Oh, that sucked.

Clark quickly gets to his knees and immediately attends to Chloe. Still bound, Clark helps her to sit up. Judging by the look she gives him, she seems angry.

CLARK

Are you all right?

She mumbles something, the tape still over her mouth.

CLARK

Oh, right.

Clark pulls the tape from her mouth.

CHLOE

I can't believe you two fell for that. How stupid are you?

Pete just now gets to his knees.

PETE

Put the tape back on her.

The lights suddenly turn, revealing the true extent of the trap. As Clark finishes untying Chloe, the three of them find themselves trapped in a large, transparent, cylinder about three times their height. The floor of the cylinder is littered with coffee beans which seem to be falling from a giant open pipe just above the container.

Feeling rather pleased with herself, Mynx, along with Shuang and her gang of Cat-men, laugh at the trapped heroes, mocking them from the other side of the transparent walls.

LANA MYNX

Well, well, well. Look what my cats dragged in.

Lana giggles and skips over to the cylinder, hugging the container wall.

LANA MYNX

It really is nice of you to. drop by. I missed you so much!

She kisses Clark through the wall.

Clark and Pete get to their feet. They help Chloe to her feet as well.

PETE

You've got to be kidding me.

Clark taps on the container wall, testing it's strength.

CLARK

You don't really think this is going to hold me, do you?

Lana bites her lower lip and nods playfully.

LANA MYNX

Mmm hmm..

CLARK

::sighs:: Well, I've got some bad news for you, then.

Clark pulls his hand back and punches the side of the container as hard as he can. To his surprise, the wall doesn't give at all. He quickly pulls back his hand, crying out in pain.

LANA MYNX

::laughs:: Uh oh, Marvelous Man got a boo boo!

CHLOE

What's wrong?

Clark opens and closes his fist, testing his hand.

CLARK

::disbelief:: I don't know. It didn't break.

CHLOE

Well, what kind of a superhero are you? Hit it again!

Clark, angry this time, gives the wall a swift kick. Again the wall doesn't break.

SHUANG

I wouldn't waste your energy. I think you'll find your efforts quite futile, Marvelous Man.

Shuang calmly steps towards the container, just next to Lana. Arrogantly, he lifts his hand up to the container wall. Clark immediately recognizes the familiar blue aura about his hand.

SHUANG

. or should I call you. Clark Kent?

Lana looks up at Shuang's hand, admiring the glow.

LANA MYNX

Ooooo. Isn't it pretty how it sparkles?

Clark and Shuang stare each other down through the container wall as the evil Lana giggles maniacally.

INT. TALON-HOUSE COFFEE GRINDING FACTORY - FACTORY INTERIOR

Clark's jaw tightens as he stares into Shuang's heartless eyes.

SHUANG

A humbling sensation, isn't it? Despite all your powers and all your abilities, you can't even punch your way through a simple plastic container.

Shuang laughs, mocking them, and Clark responds by balling up his fist and attempting to shove it down the man's throat. Once again, the container holds but, this time a faint, blue, energy wave ripples out along its surface with Clark's fist as the focal point.

PETE

Clark, what's wrong?

CLARK

He must be reinforcing the wall.

PETE

How?

Shuang is more than happy to answer Pete's query.

SHUANG

It's quite simple really; the definition of mind over muscle.

Fed up, Chloe approaches the container wall.

CHLOE

What do you want from us!?

SHUANG

Given the current situation, that is indeed an intriguing question, if only in it's answer. Though that is, usually, where the real trick lies isn't it?

Startled by Shuang's rather maniacal grin, Chloe takes a step back.

SHUANG

To be honest, I want you, my dear.

PETE

We're not gonna let you hurt her, Shuang.

Shuang looks insulted.

SHUANG

Who said anything about hurting her?

CLARK

Ghenghi told us all about you. We know who you are.

SHUANG

And how very interesting it is that you're so willing to take him at his word when you know so little about him. The young are so naïve. I suppose he told you his little mind reaper fairy tale, how I'm here to steal her soul.

CLARK

::nods:: Something like that.

SHUANG

::scoffs:: Then, I guess it would surprise you to know that nothing would please me more than to see this lovely young lady wake up from this dream and live a long and prosperous life. I'm guessing he left that part out.

Clark freezes his expression, doing his best to hide the confused thoughts running through his mind. He doesn't want Shuang to see him waiver. Consequently, a short silence ensues.

SHUANG

So, Ghenghi told you 'who' I am but, did he tell you 'what' I am?

Shuang offers them only short pause as the question was somewhat rhetorical, being that he already knows the answer.

SHUANG

I didn't think so. You see, I'm not really Shuang.

PETE

::skeptical:: You're not?

SHUANG

::shakes head:: No. In fact, I am merely an extension of his being. In a way, I exist as his eyes and ears within your friend's mind.

CLARK

That's why we didn't see you at the Torch.

SHUANG

::nods:: Because I wasn't there. Well, the real Shuang wasn't anyway. He was long since gone but, he left a piece of himself behind. me.

CLARK

Why?

Lana rolls her eyes. She seems bored and yawns, sitting down on the floor next to some of her henchmen.

SHUANG

You must understand, we are all merely a semblance of our dreams and our nightmares. Everything we know, everything we desire, everything we are capable of can be found within these.

Shuang holds up his arms and looks around at his surrounding.

SHUANG

. subconscious worlds that we build for ourselves. By observing these worlds, and by learning how to interpret them, we can come to truly understand a person as a whole. We can learn what they have learned. We can know what they know. I needed to know what she knew.

CLARK

It might be an unconventional approach, but you could have tried asking her.

PETE

Yeah, she really likes to talk. Most of the time, it's hard to get her to shut up, actually.

Chloe elbows Pete in the arm.

SHUANG

And what would she have told me? What could she have told me? Standard verbal hindrances prevent a person from ever being able to reveal every thought, every passion that they have. One can never describe, in full, a feeling or intuition. Look around you. Could you have ever imagined this was what was going on inside your friend's mind? Could you ever have had an entirely clear picture had you not seen it for yourself?

Clark considers Shuang's words carefully, at least trying to comprehend what he's attempting to tell them.

SHUANG

I needed everything.

CLARK

And now you have it.

SHUANG

::shakes head:: True, I have the information I came for but, as long as she remains unconscious, the information is as trapped in here as you are.

CLARK

You need her to be awake?

SHUANG

I won't go into the specifics but, yes, I need her to be conscious. Normally, it would be a simple matter but, Ghenghi seems to have been busy. I can no longer wake her.

CLARK

::nods:: You want our help.

SHUANG

I already have one of the girls.

Shuang, assuming Clark and Pete each know what he's talking about, motions towards Chloe.

SHUANG

. and I can find the second on my own if I have to but, in the interest of time, it would seem to serve both our purposes if you were to assist me.

Clark turns around, facing Chloe and Pete for a little group huddle.

CHLOE

::whisper:: Uh, guys, what the hell is he talking about?

PETE

::shakes head:: Don't look at me.

CLARK

::whisper:: Before Ghenghi died, he told us to "bring them together to release ourselves".

PETE

Yeah?

CLARK

Just now, Shuang was talking about how we're all made up of our dreams and our nightmares.

Clark can tell by the looks on their faces that both Pete and Chloe are drawing complete blanks.

PETE

And.?

CLARK

Well look around, we've been living in Chloe's "dream".

CHLOE

::confused:: My what?

The proverbial light bulb in Pete's head turns on.

PETE

Two Chloes?

Clark nods and looks over at Chloe.

CLARK

One for the dream.

Clark turns back to Pete.

CLARK

. and one for the nightmare.

PETE

::cringes:: Oh, I don't like the sound of that at all.

Pete shakes his head and swallows hard, choking on the thought.

CHLOE

Wait a minute, you guys. Are you telling me this isn't real?

CLARK

That must be what Ghenghi was trying to tell us. At least we know Shuang doesn't know where the other Chloe is yet.

PETE

Tell me you do.

It was almost a request and Clark raises an eyebrow in silent confirmation. He turns back around to face Shuang.

CLARK

What do you want?

SHUANG

I propose a trade; life for life. You help me find the other girl and I'll set you free to go on with your lives as if none of this every happened.

Meanwhile, as Shuang and Clark have been talking, the beautiful Lana Mynx started up a game of Go-Fish with some of her men on the factory floor. Shuang's most recent statement, however, quickly reacquired her attention.

LANA MYNX

Excuse me? I didn't agree to that.

Shuang and Clark each ignore her.

CLARK

Yeah, well, like you said, we'd be awfully naïve to just take your word for it. What guarantee do we have that you won't hurt Chloe?

SHUANG

What would I stand to gain? Where you and your friend have bodies, physical shells to go back to when this is finished, I am nothing. I am merely a thought. My sole purpose is to gather and relay information and I will continue to do so for as long as she lives. For exactly that long, I have a purpose, my existence has meaning. If anything, I would want her protected from harm.

Lana stands and rests her hand on Shuang's shoulder.

LANA MYNX

Darling, can I have a word with you?

Shuang replies, keeping his attention focused on Clark.

SHUANG

Not now.

Annoyed, Lana raises her eyebrow. Folding her arms across her chest, she walks over to a small lever embedded to one of the support struts for the building ceiling and pulls it. Almost immediately, preceded by a rolling thunder emanating from the ceiling, coffee beans come pouring out of the open pipe over the container.

Clark, Chloe, and Pete all bunch together on one side to prevent from being continuously pelted by the beans as they pour in from the open pipe. Pete turns to Chloe.

PETE

Death by coffee bean? You've got a sick mind, you know that!

Livid, Shuang turns to confront Lana.

SHUANG

What are you doing? I need her alive!

LANA MYNX

I never agreed to let them go.

SHUANG

Your agreeing was never a requirement.

LANA MYNX

Well, perhaps it should have been.

Shuang turns his head, slightly, to find Lana's men converging around him.

LANA MYNX

We're not letting them go.

Shuang grinds his teeth together, frustrated by the distraction.

SHUANG

::laughs:: You pathetic little afterthought. I don't have time for you.

Shuang turns and faces Lana's henchmen. Raising his arms in their direction, he punches his fists forward, releasing an incredible blue shockwave from his knuckles. All of Lana's henchmen are immediately thrown backwards and to the ground. They lay their motionless.

LANA MYNX

My babies!

EXT. TALON-HOUSE COFFEE GRINDING FACTORY - NIGHT

Commissioner Fordman, along with half the Metropolis Police Department, pulls up outside the factory. From inside his car, he sees the blue flash of light emanated by Shuang's attack.

COMMISSIONER WHITNEY

Looks like the fourth of July in there.

Whitney and the rest of his officers get out of their cars, immediately drawing their weapons. Whitney immediately motions for his men to follow him to the door.

COMMISSIONER WHITNEY

Move in! Move in!

INT. TALON-HOUSE COFFEE GRINDING FACTORY - FACTORY INTERIOR

Lana, tears in her eyes, runs over to her fallen henchmen. Kneeling down next to Sphinx, she takes his head in her lap and tries to revive him.

LANA MYNX

Sphinx. Sphinx, wake up. Sphinx.

Quickly, Shuang runs over to the lever and pulls it. The flow of beans quickly shuts off but not before the level of the beans rose to nearly halfway up Clark's shins. Satisfied, Shuang again faces Clark.

SHUANG

Now, do we have a deal or not?

Looking over Shuang's shoulder, Clark notices Lana rocking Sphinx back and forth in her arms.

LANA MYNX

It's okay. Everything's going to be okay.

Saddened by the sight, Clark turns back to Shuang.

CLARK

I guess not.

SHUANG

Fine, you can stay here and keep your friend company, then. I'll just have to go and find her on my own.

COMMISSIONER WHITNEY

The only place you're going is prison, Shuang.

Commissioner Whitney leads his men through the factory door. At least twenty officers, all carrying firearms, surround Shuang.

PETE

::shrugs:: Well, I'll be damned. The cops.

COMMISSIONER FORDMAN

Down on the ground, Shuang, now!

Shuang stands tall, facing Whitney.

SHUANG

More distractions...

Shuang starts walking towards Whitney, who backs up a single step.

COMMISSIONER FORDMAN

On the ground, or we will open fire!

Shuang just smiles, tiny bolts of blue lightning sparkling around his pupils.

COMMISSIONER FORDMAN

Open fire!

Whitney and his fellow officers open fire on Shuang but, a type of electric force field shields Shuang from the bullets. The shield flickers as each bullet strikes it, but Shuang is unaffected.

Protecting their commissioner, two officers charge Shuang from either side. Just as they are about to converge, however, Shuang throws his arms out and grabs each man by the neck. Lifting them up, Shuang smiles at them and hurls them into the air, completely through the far wall of the factory. Several other officers charge Shuang as well, meeting with similar fates as he simply swats them away like tiny bugs.

Seizing the opportunity, Lana stands up and runs back over to the lever and pulls it. Again, the coffee beans come pouring down, steadily filling the container.

LANA MYNX

::enraged:: I hope you like the flavor. It's my own personal blend. I call it "Mynx's Marvelous Mocha".

Chloe gives Lana a dirty look. Turning, the evil Mynx blows her downed henchmen a kiss and then runs off.

Thinking quickly, Clark cups his hands and places them in front of him as the level of beans continues to rise.

CLARK

Pete, come on.

Pete trudges through the beans towards Clark. Placing both hands on Clark's shoulder, Pete settles his foot in Clark's hands and awaits the lift.

PETE

Hey Clark, man, I think this thing is gonna be too high. I don't think I'm gonna be able to rea.

Clark lifts his arms up, hurling Pete up and over the top of the container. Arms flailing, Pete flies over the top and lands, on his back, on the other side of the container wall. He lands with a thud. Clark and Chloe, the level of beans now up well passed their knees, cringe at the sound.

CHLOE

Ouch.

CLARK

Pete, you okay?

Pete moans slightly, lying on his back.

PETE

My everything hurts.

Whitney's eyes grow wide as Shuang literally wades through the last two of his men. Grabbing Whitney by the uniform, Shuang lifts the Commissioner up off the ground.

SHUANG

You know, Commissioner, if I'm not mistaken, you're dead.

Streams of electricity run through Shuang's hands, electrocuting the helpless Commissioner. After a while, Whitney's eyes roll back in his head and Shuang hurls him over his shoulder. Whitney's lifeless body lands off to the side, a few meters away from Pete.

Slowly, a sore Pete peels himself up off the ground.

PETE

I went from the breakfast menu at Dunkin' Donuts to a human shot put. What's next?

Inside the container, with the level of coffee beans waist high, Chloe climbs up into Clark's arms.

CLARK

How about professional wide receiver?

Pete looks up.

PETE

What?

Clark pushes Chloe into the air, hurling her over the container wall. Pete's eyes immediately widen.

PETE

Oh no.

Chloe lands on top of him and the two friends collapse onto the ground.

CHLOE

::smiling:: Thanks, Pete.

Chloe quickly gets to her feet, relatively unharmed by the awkward landing.

PETE

::grunts:: No problem.

Shuang quickly dispenses of one last police officer, hurling him through one of the windows near the ceiling. Satisfied, he turns his attention back toward the container, where he notices Clark getting ready to jump out.

Clark bends down as far as he can and leaps upward, hurling himself into the air. Just as he's about to reach the top of the container, however, his body slams into a blue energy field. He falls helplessly back into the beans as the level in the container continues to rise.

SHUANG

And where do you think you're going, exactly?

Shuang smiles arrogantly, making his way back over to the container. Gallantly, Pete positions himself between the approaching Shuang and Chloe.

PETE

Stay back! I'm a superhero, you know. You don't want to mess with me.

Shuang laughs, amused by Pete's gesture.

SHUANG

I'm shaking.

Shuang swiftly slaps Pete across the face but with enough force to send both he and Chloe to the ground. The momentum of the slap is enough to send them rolling into Whitney's lifeless body.

SHUANG

I'll get to you two shortly.

Inside the container, Clark sinks into the pile of coffee beans as the level continues to rise. It's now up to his chest, and he struggles to keep his head above them.

CLARK

Pete! Chloe!

Shuang smiles, turning his attention on to Clark.

SHUANG

Oh, I wouldn't worry. I plan on taking very good care of them.

Shuang steps right up to the side of the container, looking Clark right in the eye as the level of beans rises up to Clark's neck.

SHUANG

You know, now that we're so near the end, it occurs to me that I never bothered telling you what it was I was looking for inside your friend's head.

Behind Shuang, Pete and Chloe struggle to recover. As Chloe gets herself to her knees, she notices the gun in Whitney's hand. Quickly, she grabs for it, trying desperately to pry it from his grip.

Like quick sand, the more Clark struggles, the further he sinks into the coffee beans. The level rises up over his chin.

SHUANG

You see, there's a power that seems to have originated in Smallville. It is this power that has granted so many unique individuals in your town wonderful gifts. I followed that power all the way to her and to my surprise do you know what I found? I found you.

Shuang smiles, triumphantly, as the level of coffee beans rises over Clark's head, completely burying the future Man of Steel.

CHLOE

So, none of this is real, huh?

Shuang turns a quick one-hundred and eighty degrees and finds Chloe pointing Whitney's gun directly at him.

SHUANG

::smiles:: I'm afraid not. especially not that gun of yours.

CHLOE

::nods:: So, I guess neither is that container wall.

The smile fades from Shuang's face as Chloe turns and fires at the side of the container. Immediately, the wall shatters and coffee beans come pouring out from all sides, along with Clark.

Clark gasps for a fresh breath of air as he gets to his feet. Throwing his cape over his shoulder, Clark stands defiantly, a few meters away from Shuang. Pete also manages to get to his feet.

PETE

Yeah, now we're gonna see something, all right. My boy's gonna kick your ass.

Shuang makes the first move, punching his fist forward, shooting a blast of blue energy out at Clark. Using his super speed, though, Clark adeptly dodges the blast.

Clark quickly moves over to a large support beam and punches his fist through the middle of it. He then tears the bottom half of it from the ground and swings it at Shuang like a baseball bat, nearly decapitating the man with a shot to the head. Shuang falls to his knees in pain.

Clark swings the bar over his head, chopping down onto his nemesis. Shuang quickly recovers, though, catching the bar in his hands. A perfect conductor, powerful streams of electricity flow from Shuang's hands, through the bar, and into Clark.

CHLOE

Clark!

Chloe, rushes to help him but, Pete grabs her in time, dragging her to a safer distance.

CHLOE

Let me go!

Clark screams in agony as the tide turns. Slowly, Clark falls to his knees and Shuang gets to his feet, smiling fanatically.

SHUANG

You think you're some kind of superhero, is that it? Marvelous Man to save the day? Don't make me laugh.

Shuang presses the metal beam into Clark's chest, pushing the young teen further to the ground.

SHUANG

You have no comprehension what true power is. You got the luck of the draw. Everything was handed to you on a silver platter. Don't you understand? People like that don't make it in the real world. You have to work for the right to have real power! You have to want it. You have to crave it. I have that craving and not you or anyone else is going to stand in my way!

Throwing his head back, Clark opens his eyes and cries out, releasing two concentrated streams of heat from his pupils. The two beams immediately tear through a thin section of the above metal walkway and, no longer attached at one end, it swings down like a pendulum.

Using all his strength, Clark cries out, tearing himself free of the bar by lying down and pushing it upwards so that it's parallel to the ground with Shuang holding it at one end. At that very instant, the walkway swings down, slamming into the other end of the bar and driving it completely through Shuang's chest.

Pete and Chloe each look away, disgusted by the sight.

PETE

Oh, that's just nasty.

Clark, his uniform slightly singed, rolls himself out from under the walkway and beam, and gets to his feet. One end of the beam protrudes slightly from a hole in the walkway. The other, as Clark observes, juts out from Shuang's back. Amazingly, though, Shuang still seems to be standing under his own power, albeit a bit short of breath.

Pete releases Chloe and they, along with Clark, cautiously approach Shuang from either side. Shuang is definitively short on time but, to their surprise, is actually smiling. He looks straight into Clark's eyes and laughs, a bit of blood trickling down from the side of his mouth.

SHUANG

I may die here.

He stutters on the words, almost coughing them out.

SHUANG

. but, I'm just a thought. The real Shuang is still out there and he's going to want to know what happened. He will come for her.

Pete and Chloe each look concerned, looking to Clark for strength. Confidently, Clark looks Shuang right in the eye.

CLARK

And I'll be waiting for him. For his sake, let's hope he fairs a little better than you did.

The expression fading from his face, Shuang reaches out for Clark, attempting to land one last blow. Clark simply takes a step to the side, and Shuang ultimately slumps forward lifelessly. Slowly, Shuang's body fades out of existence and disappears, the metal bar slamming to the ground.

A short moment of silence ensues as the three friends from Smallville consider all that has happened.

PETE

::nods:: Well, I was right. You whooped his ass.

Sharing a much needed laugh, the three of them turn and head for the door.

EXT. TALON-HOUSE COFFEE GRINDING FACTORY - NIGHT

Outside, paramedics and several newly arriving policemen survey the damage. As Clark, Pete, and Chloe exit the factory, they walk passed an angry Lana Mynx being taken to a squad car by several large police officers. Lana spots Clark and immediately starts screaming for him.

LANA MYNX

Wait, Marvelous Man! Wait a minute!

Clark, Pete, and Chloe stop and turn to face her.

OFFICER I

We found her trying to sneak out the back.

LANA MYNX

::pouting:: Marvelous Man, please, you have to help me.

CLARK

Why should I help you?

LANA MYNX

You and I, we haven't always seen eye to eye, I know that but, I think you know how I really feel about you. I think, deep down, you've always known that. I love you.

Chloe looks up at Clark, carefully observing his reaction.

LANA MYNX

And, stop me if I'm wrong, I think. you love me too.

Chloe looks up at Clark and, even though it isn't the real Lana, his eyes show his true feelings for her. Chloe sadly drops her head.

CLARK

You're not wrong, Lana.

Lana smiles, breathing in what she believes to be a fresh breath of freedom.

CLARK

::shakes head:: but you're just a dream. maybe you always have been. and dreams may make us who we are, but they aren't real.

Clark turns to Chloe and Pete.

CLARK

Come on, let's get out of here.

Lana watches, speechless, as Clark and Pete start walking away. Chloe, though, stops short and turns to face Lana.

CHLOE

::smiles:: Ya know.

Chloe looks Lana over from head to toe.

CHLOE

Green really isn't your color. It makes your hips look big.

Appalled, Lana tries to kick Chloe as she walks away but, the officers manage to restrain her.

LANA MYNX

Why you little.

Clark, Chloe, and Pete head away from the factory as Lana gets put into the squad car.

LANA MYNX

I'm going to get you, Marvelous Man! You're going to regret this! I'll be back and, next time, no one will be able to stop me! You hear me? No one!

As the officers slam the door shut, the Mynx silently pouts.

EXT. CHLOE'S HIGHWAY - NIGHT

The massive Daily Planet globe can be seen high in the sky, the tallest point in the Metropolis city skyline. A single car, traveling along a dark and dreary highway, travels away from the city.

INT. CHLOE'S CAR - CAR INTERIOR

Chloe's knuckles patch white as she continuously fidgets her grip on the steering wheel. Every other second, she turns her eyes to the side where Clark sits in silent contemplation. She chews on her inner lip and sighs.

CHLOE

Are you sure you know what you're doing?

CLARK

Not really, no.

CHLOE

::rolls eyes:: Oh, great.

Clark's eyes lasso a highway exit sign, following it closely as they drive by. The large reflective surface reads "Exit 22 - Last Metropolis Exit". From the back seat, Pete also notices the sign, taking particular interest in the number.

PETE

There it is again.

CLARK

I know.

PETE

That's the fourth time now.

CLARK

Fifth.

Pete's brow tightens as he counts to himself in his head.

PETE

The twenty-second floor at the Daily Planet.

CLARK

::nods:: . Lex's re-election banner.

PETE

. and the factory address. Counting the sign, that's four.

CLARK

You're forgetting the first time we saw it.

Pete stops and thinks for a moment, drawing a blank.

Clark sits up in his seat.

CLARK

Chloe, do you have a Planet in the car?

CHLOE

::nods:: In the glove compartment. and under your seat. and under my seat. and in the pocket on the door. and in the trunk.

Clark removes the paper from the glove compartment and shows it to her.

CLARK

Thanks, I got one.

Clark turns in the seat, handing the paper back to Pete.

CLARK

Read the date.

Pete reads the date out loud.

PETE

April 22nd, 2002. What's with the past tense?

CLARK

That's the date I asked Chloe to the Spring Formal.

Pete looks down at the paper and shrugs.

PETE

Oh, well yeah, I guess that makes sense. That was like her dream come true.

Clark looks over at Chloe who quickly diverts her eyes back to the road. She fidgets in the seat, finding it difficult to get comfortable.

Clark looks back at Pete again.

CLARK

And the Spring Formal?

Pete looks up, understanding. Chloe keeps her attention on the road, but visibly sinks in the seat.

PETE

A nightmare.

They pass another exit sign along the highway. This one reads, "Smallville - Exit 26".

CLARK

Twenty-six.

PETE

The date of the Spring Formal.

CLARK

Turn off here.

Chloe goes to object but, thinks better of it. Reluctantly, she turns off the exit ramp which swings around in a large loop leading to a conspicuously out of place tunnel.

The tunnel is long and dark, with flickering stream lights embedded into the walls and ceiling. As they progress towards the other end of the tunnel, the lights sequentially flicker out behind them. They swallow hard.

The car shakes slightly as it exits the tunnel, passing over from the dream into the nightmare. Looking out the car windows, Clark, Pete, and Chloe are astounded to find only a single road passing through literal nothingness. There are no hills, no valleys, no buildings, no plants, and no people whatsoever. There is, literally, nothing but the road. Even the tunnel has disappeared behind them.

Pete's jaw hangs open as he stares out into the nothingness.

PETE

Holy black holes, Marvelous Man. When did we fall into Fantasia?

CLARK

I don't know.

Chloe stares blankly out her window, distracted by her surroundings, or lack thereof. Slowly, she the car begins to veer from the path of the road.

PETE

Watch out!

Pete jars Chloe's attention back to the road and she quickly turns just before the car narrowly slips off the side. Nervous, after gaining full control of the car, she slows to a stop.

His heart racing, Pete falls back in his seat.

PETE

Well, that could've been bad.

CLARK

I'd say we found the nightmare, all right.

CHLOE

I think we should turn around.

Without waiting for a response, she begins turning the wheel. Clark quickly stops her, though, placing his hand on the wheel.

CLARK

No, we have to keep going.

CHLOE

Go where? There's nothing here.

Pete turns around and, for the first time, notices that the tunnel has disappeared. In its place, the road stretches on seemingly forever.

PETE

I got news for you guys. There's nothing back there either.

Clark and Chloe each turn around, the tunnel no where to be found.

Frustrated, Chloe hits her hand on the steering wheel. Closing her eyes, she clicks the heels of her shoes together three times.

CHLOE

There's no place like home. There's no place like home.

Clark and Pete look at each other then, look at Chloe. Opening her eyes, she turns to them and shrugs.

CHLOE

It was worth a shot.

She takes a deep breath and sighs.

CHLOE

I guess we go forward then.

CLARK

::nods:: We have to find out where this road leads.

CHLOE

What if it leads nowhere?

Clark tilts his head as if to say, "Go". She sighs and puts the car in drive.

CHLOE

I'm going, I'm going.

Chloe hits the accelerator and they continue down the road.

EXT. CHLOE'S SMALLVILLE HIGH SCHOOL - NIGHT

Smallville High School stands comfortably at the end of the lone road.

Slowly, Chloe pulls off the road and into the High School parking lot. After parking the car, the three friends step out, staring warily at the school entrance.

CLARK

You two stay here.

Chloe starts to object when Pete, sensing that little extra in Clark's voice, interrupts.

PETE

Will do.

Pete steps next to Chloe and rests his hand on her shoulder, a gentle signal to her that she wasn't going anywhere.

Swallowing the knot in his throat, Clark heads for the door.

INT. CHLOE'S SMALLVILLE HIGH SCHOOL - HALLWAY OUTSIDE GYMNASIUM

Clark steps through High School doors. Looking down, he finds that his superhero uniform has miraculously changed into a tuxedo.

The hallway is dark and empty, the gymnasium doors shut. Seeing no one, he takes a few steps, looking in both directions.

CLARK

Hello? Chloe? Is anyone here?

Clark freezes his feet and holds his breath, listening for any faint sound. Hearing nothing, he reluctantly turns his attention towards the gymnasium doors.

INT. CHLOE'S SMALLVILLE HIGH SCHOOL - GYMNASIUM

Clark opens one of the gymnasium doors and steps through.

The gymnasium decorations are just as they were for the Spring Formal, from the cardboard castle, to the scattered balloons, to the disco ball hanging from the ceiling. There doesn't appear to be anyone inside, though, as even the band instruments sit silent on the stage.

Clark tilts his head to one side, allowing the door to shut behind him. The heels of his shoes knock loudly on the hard floor as he walks into the very center of the gym floor.

A streak of guilt runs across his face. Hanging his head, he looks down to see a tattered corsage in between a couple of rogue balloons on the floor. Instantly recognizing it, he bends down and picks it up, giving the flattened flower a quick sniff.

Not so much hearing her as much feeling her presence, Clark stands and turns.

SPRING FORMAL CHLOE

Everyone left.

Chloe appears as she was the day of the Spring Formal, her hair made up, the pink dress tightly hugging at her form. She isn't crying, but colored streaks run down her face from where her makeup ran.

Clark's brow softens, a wisp of air escaping through his thinly ajar lips.

SPRING FORMAL CHLOE

I guess they all went home. I stayed, though. I waited for you.

CLARK

How long?

SPRING FORMAL CHLOE

An hour.

Realizing the absurdity of lying, she shrugs.

SPRING FORMAL CHLOE

. or four.

CLARK

I'm sorry.

She tilts her head to one side, giving him a quick nod.

SPRING FORMAL CHLOE

I know. It still hurt, though.

Clark searches for something to say, taking a single step towards her.

CLARK

You've been here all this time?

SPRING FORMAL CHLOE

I wanted to leave. but, no matter how hard I try to forget, I just. can't.

Chloe's eyes quiver slightly.

SPRING FORMAL CHLOE

It's stupid, I know. People run out on me. It's what they do. I should just get over it.

CLARK

Chloe.

SPRING FORMAL CHLOE

Sometimes, I just feel so alone, you know?

Clark understands perfectly, nodding genuinely.

CLARK

Yeah. I know.

SPRING FORMAL CHLOE

Yeah. I guess you do, don't you?

It was more of a statement, than a question. They stare into each other's eyes and truly understand each other's pain.

SPRING FORMAL CHLOE

You could tell me, you know. I wouldn't freak out or anything.

CLARK

::nods:: I know. I want too. It's just. complicated.

She nods, disappointed, accepting his answer.

Silence.

SPRING FORMAL CHLOE

Well.

She turns her shoulders, motioning toward the doors.

SPRING FORMAL CHLOE

. I guess we shouldn't keep Pete waiting.

Slowly, Clark makes his way across the gym, moving right up next to her. Looking down into her eyes, he takes her hand in his.

CLARK

I think he'll understand. Besides, I owe you a last dance.

She smiles up at him as soft music slowly starts to play in the background. Gently, they wrap their arms around each other and rock back and forth to the music. Turning her head, she closes her eyes, resting her head on his chest.

SPRING FORMAL CHLOE

I guess I'm not gonna remember any of this, am I?

CLARK

I don't know.

She sighs.

SPRING FORMAL CHLOE

Well. I'll take it anyway.

CLARK

Me too.

After a few more steps, they finish their dance and walk out of the gym arm in arm.

EXT. CHLOE'S SMALLVILLE HIGH SCHOOL - NIGHT

Pete and Chloe turn as Clark and the other Chloe exit the High School and walk towards them. Pete quickly notices the dried streaks on the nightmare Chloe's face and wonders.

PETE

Everything okay?

CLARK

Everything's fine.

The two Chloes stand side by side, looking at each other with slightly puzzled expressions on their faces.

PETE

::anxious:: So, how do we do this?

CLARK

I'm not really sure. All Ghenghi said was to bring them together.

PETE

Well, they're together and nothing's happening.

CLARK

Relax. I'm new to all this Star Trek stuff, remember?

PETE

Maybe they need to touch or something?

The Chloes look up at Clark, a little scared, looking for confidence in his eyes.

CLARK

It's worth a shot.

Each Chloe swallows nervously, facing their counterpart with hesitance. Slowly, they each raise a hand, bringing them close to one another. For support, Pete holds the dream Chloe's other hand and Clark holds the nightmare Chloe's other hand. Together, the four of them look on in anticipation as the two Chloes touch palms.

As their hands touch, a blue haze begins to form around the four of them, slowly expanding and then exploding into a burst of blue light.

INT. SMALLVILLE HIGH SCHOOL - TORCH OFFICE

A shot of air escapes from Clark's lips as he shutters into consciousness. Shaking the cobwebs loose inside his head, he sits up, finding Pete lying next to him on the floor. He groggily shakes his friend awake.

CLARK

Pete, wake up.

Pete grunts, shrugging Clark off.

PETE

::mumbling:: I'm not a sidekick.

Clark hits him.

CLARK

Wake up.

Pete does a quick sit-up, eyes bulging open.

PETE

I'm not a sidekick!

Clark rolls his eyes, allowing his friend to gather his bearings.

Clark gets to his knees. Seeing Chloe lying still on the couch, he quickly crawls over to her, gently placing his hands on her shoulders to revive her.

CLARK

Chloe. Chloe, wake up.

Chloe shakes her head once as her eyes flutter open. A sigh of relief rushes over Clark as she yawns in his face.

CHLOE

::confused:: Clark? Where am I?

Clark gets to his feet and helps Pete do the same.

CLARK

You're in the Torch.

CHLOE

The Torch?

Chloe yawns again and looks at her watch.

Shocked by the reading on her watch, Chloe's eyes practically bug out of her head. She jumps up and quickly grabs for her things.

CHLOE

Oh my god, it's nine fifteen. I was supposed to meet Lana at the Talon three hours ago to help coordinate the fundraiser. She's going to kill me.

Chloe scoops up her backpack and pushes passed them, rushing for the door.

CLARK

Chloe, it's all right. We talked to Lana.

Chloe stops and turns.

CHLOE

You did?

Pete rolls his eyes as he checks his watch to confirm the time.

PETE

. only a couple of minutes ago apparently.

CLARK

She finished up herself and headed home.

CHLOE

Oh.

Chloe thinks for a minute and then cringes.

CHLOE

Oh. I probably shouldn't head home for a while, then, lest I want to incur the wrath of Lana. You two want to go out and get a cup of coffee or something?

Clark and Pete shake their heads and answer simultaneously.

CLARK and PETE

No!

CHLOE

::confused:: Uh. okay. Come to think of it, I'm a little coffee'd out too.

She shrugs, pulling her keys out of her bag.

CHLOE

Well, I guess I can't avoid her forever. at least not if I ever want access to the super mall that is her closet again.

As she turns and heads for the door, she yawns loudly.

CHLOE

Wow. You know, for someone who just took a six hour nap, I'm really tired.

Something bothers Pete as Chloe heads for the door. Looking around the office, he tugs at Clark's sleeve.

PETE

::whisper:: Hey, Clark? Where's the old man?

Clark and Pete each look around but, find no sign of Ghenghi.

Chloe clears her throat.

CHLOE

Uh, you guys coming? I've got to lock up.

CLARK

Yeah.

Surveying the room as they walk, Pete and Clark head for the door.

CHLOE

You lose something?

Clark and Pete each look up at her, obviously taking the question to mean more than it was intended too. She looks at them, slightly confused.

CLARK

No.

Clark smiles, looking at Pete and, then, back at her.

CLARK

No, we didn't.

Clark and Pete each smile as they exit the office. Confused, Chloe shrugs and turns off the lights. She locks the door and shuts it behind her.