EXT. SMALLVILLE - NIGHT

Clark utilizes his super speed to tear down local roadways in hot pursuit of the flying monsters. Carefully eyeing them the entire way, he slows down when one of them breaks away from the group. Tracing it across the night sky with his eyes, he watches closely as it disappears behind the massive superstructure of the Luthor mansion.

CLARK

Lex…

Clark super speeds his way to the mansion.

Above the mansion, a thick layer of clouds now completely blocks out the moon… and the thunder rolls…

INT. LEX'S MANSION – ATRIUM

A massive wooden door swings open, like a coffin, revealing a dark silhouette carved from the little remaining light outside. Slicing lightning across the blackened night reveals both the fear and determination etched into Clark's jaw. He marches inside, leaving the door open.

Behind him, several shadows move about the entranceway, silently following him inside.

INT. LEX'S MANSION – HALLWAY

Proceeding down the hallway to Lex's office, Clark meticulously scans each of the rooms with his X-Ray vision as he passes them. To his surprise, all of the rooms are completely barren. Not only is there no demon within, there is nothing at all, as if the entire mansion had been completely cleared out.

Cautiously, he continues to make his way down the hall. The quiet, interrupted only by his own footsteps, chews away at his nerves. It's almost a relief when a familiar voice cries out from the door at the end of the hall.

CLARK

Lex?!

Clark quickly runs down the hall.

INT. LEX'S MANSION – LEX'S OFFICE

Clark storms through the door to Lex's office, nearly ripping it off it's hinges in the process.

Lex Luthor sits in front of the fireplace in the one remaining piece of furniture in the room, an antique vintage oak wooden chair. He stares at the blazing flame as if having a conversation with it, as if it were talking to him about something so infatuating, all the world around him seems trivial. He sits calmly, no demon in sight.

CLARK

Lex?

Blinking once, Lex lowers his head, clasping his hands together by linking his fingers. Pressing the tips of his thumbs and forefingers together, he touches his fingers to his lips in contemplation.

LEX

Hello, Clark.

CLARK

Lex, are you all right? I thought I heard you scream.

LEX

I screamed.

CLARK

Why?

LEX

Because I can. Because it will be my last in this house. Haven't you ever been alone in your own house before, Clark?

Lex waits shortly for an answer, but continues when Clark remains silent.

LEX

Tell me you didn't indulge in your freedom; sit around watching television naked, left the bathroom door open while you showered, screamed at the top of your lungs because no one would hear you.

CLARK

Lex, where did everything go?

LEX

I'm leaving, Clark. I'm leaving Smallville behind me and moving to the city. I've made my ascent up the corporate ladder and it is time for me to move on to a greater arena.

CLARK

You didn't tell me you were moving.

LEX

Yes, well, we all have our little secrets, then, don't we, Clark?

Lex carefully breaks his hands apart and reaches down into his left suit jacket pocket, pulling out the gargoyle ring made from the Kryptonite.

LEX

I've taken over my father's company. It belongs to me now.

CLARK

Lionel gave it to you?

LEX

My father has taken an indefinite leave of absence and left me in charge. He needed some time to himself.

Lex slips the ring onto his right ring finger, admiring it as he clenches his fist.

CLARK

Oh.

Clark shakes it off, remembering the imminent danger. He walks a few steps closer to the chair, walking along side of it so that he can look at Lex in the eye.

CLARK

Listen, Lex, we have to get out of here. There's no time to explain, but you're in danger.

LEX

Aren't we all?

Clark looks at him confused.

Lex stands up out of the chair and walks a few steps away from Clark. They stand on opposite sides of the hearth, the fire burning between them.

LEX

You know, Clark, I'm glad you came here tonight. I meant to see you before I left. You see, I wanted to thank you, for being there for me, for being such a good friend to me over the past few years. I know I can oftentimes be a fairly difficult man to get along with. Our relationship has certainly seen its proverbial…

Lex laughs…

LEX

…and literal bumps in the road, but you stuck by me. I never really had many friends growing up, Clark. My father used to tell me it was because I was special, and that the other children were jealous of me. After a while, I even started to believe that. It wasn't until much later on that I realized that, for whatever reason, people just don't like me. I became reserved to the fact that I simply wasn't going to have many friends in life… and that I should cherish the one's that I had. That's when I met you.

Lex smiles up at Clark, quite warmly actually.

LEX

I remember, in the beginning, your father warned you away from me. He didn't like me because I was a Luthor. He didn't trust me, but you stood by me. You were my friend and, although your father was a good man, you denied him and stuck with me. After all that my father put you through, after all that I put you through, you were always there for me. You never hesitated in looking out for my best interests. You were absolutely the best friend a man could ever have, Clark…

Lex offers Clark his right hand to shake. Graciously, Clark accepts, taking Lex's hand and shaking it. Instantaneously, the veins in Clark's hand begin to pulse a dark green and the stone in Lex's ring glows a bright emerald.

LEX

…which is why… I don't understand why you couldn't trust me!

Clark uses all his energy to turn Lex's hand over in his, seeing the ring glowing a bright green on Lex's finger.

LEX

I don't understand why, after all that we've been through together, you couldn't come to me with your secret.

Sick from the Kryptonite, Clark falls to one knee, desperately trying to pull his hand free of Lex's grasp.

CLARK

Lex…

LEX

I trusted you. I trusted you with my very life, but you spit in my face! What I want to know is why? Didn't you think you could trust me? Didn't you think I would help you? Didn't you think I would do everything in my power to help you the same way you'd helped me?!

Clark continues to crumble in front of the fire with Lex now holding him up with his hand, the Kryptonite barraging Clark with wave after wave of radiation.

LEX

What is it about me, Clark?! What is it? What is it about me that's so bad that my own father couldn't love me?!... that my best friend couldn't trust me?!

Tears in his eyes, but hatred in his voice, Lex shouts Clark to the ground.

CLARK

Lex… please…

LEX

What is it, Clark? I can change. I could have changed… if you had just told me what it was. You were my friend! Why couldn't you trust me? What is it about me that people hate so much? Why do people hate me, Clark?! Tell me!

Lex's hand shakes as he crushes Clark's hand in his own.

LEX

Tell me!

The fire rages inside the fireplace and in Lex's eyes.

LEX

Tell me!

Lex's screams are not so loud that he drowns out the rumbling of the thunder outside… or the growling inside…

Lex turns just in time to see the massive parademon, its wings outstretched, fly over the chair and slap him across the face and half-way across the room, forcing him to release Clark in the process. Taking advantage, though, the creature picks Clark up off the ground with its massive clawed paws and lifts him into the air, screeching a hideous shriek of triumph. Trying to muster up the strength to fight back, Clark flails his limp arm at the creature's head, but barely phases the great beast as it prepares to tear him to shreds.

From out of the flickering shadows of the fire comes hope in the form of several cat-like creatures that pounce on the demon with a primal viciousness. The Shadow-Els, having followed Clark into the mansion, attack the demon like a pack of hyenas, scratching, clawing, and biting at any bit of it they can. Hurling Clark across the room, the parademon fights away at its attackers, gathering one up off its leg and snapping its neck.

On opposite sides of the room, both Clark and Lex struggle to pick themselves up off the ground as the monsters do battle, neither the pack nor the demon showing a clear advantage. Clark and Lex, former friends now bitter enemies, stare at each other across the room on either side of the rumble.

Kicking their way into the office from a side door, Noah and Mercy Graves storm inside with their specialized rifles at the ready. Without hesitation, they fire into the pack of destruction, not bothering to discriminate between Shadow-El and demon.

Two more Shadow-Els fall lifelessly to the ground, electrocuted by the rifles, giving the parademon advantage enough to hurl the few remaining Shadow-Els off its back and in the direction of Clark. Quickly, Clark runs over to the sole El left moving, kneeling on the ground at its side.

CLARK

No…

It smiles, remarkably human-like, up at him.

SHADOW-EL

I believe the El will save us.

Clark goes to say something, but it's too late. The poor creature's eyes roll back, and it lies dead.

Infuriated, Clark stands up to face off with the parademon, but under the assault of Noah and Mercy, it opts to attack them instead. Hurling itself across the room, narrowly avoiding several rifle shots in the process, it pounces on Noah, driving him to the ground.

NOAH

Ah!

He screams as the demon tears his chest apart, but it gives Mercy the opportunity to take up position to the side of the great creature. A point blank blast to the side of the head later, and the demon slumps lifelessly over.

Now, Clark turns his attention on Lex, who glowers at him from across the room. A quick glance down at the dead parademon, though, reminds him of the task at hand.

LEX

Clark!

Turning, Clark runs towards the stain glass window, and leaps into the air, hurling his body through the center of it. Reaching out to grab Clark, Lex catches only raining down shards of multicolored glass, which bite into his head and hands and any other exposed area of his skin.

Blood dripping down his face, staring out the window as another bolt of lightning strikes out in the distance, Lex cries out.

LEX

Clark Kent, you can't run from me! You hear me? You betrayed me and I will hunt you down for it! Do you hear me? From this day on, you will be my personal mission in life!

EXT. SMALLVILLE – NIGHT

Running for Metropolis, Clark Kent cringes as he listens to his former friend's cries for revenge.

LEX (voice)

I will see to it that no one on this Earth trusts you! No one anywhere! I will expose you for what you really are! Do you hear me? You will rue the day you ever met Lex Luthor!

Having no choice but to ignore it, Clark runs forward.