Late fall swooped in over Smallville as mid-October approached, causing trees to drop their brightly colored cloaks in red-and-yellow piles at the bases of their trunks. At the Kent farm, frost formed on the piles of pumpkins that Jonathan Kent had stacked up against the north wall of the barn as gifts for his neighbor's kids to cut into jack-o-lanterns. The big yellow farmhouse was quiet, it's fields bare, fertile but slumbering as it waited for spring's warm kiss to awaken it once more.

In the Kent barn, Caitlin Brown lounged on the couch bed on her stomach up in the loft. Her face buried on a book, she read the English assignment. She sighed as she flipped another page, then glanced over at her boyfriend, Clark Kent sitting at his desk. A smile came to her face as she rolled onto her side and faced him.

"Clark do you get this story at all?"

"Sure." Clark mumbled as he completed his algebra assignment. "It's an allegory for good and evil. Hawthorne is famous for that."

"Yeah so I've noticed--" Caitlin closed the book on Young Goodman Brown and shifted over on the bed to make room for him.

"Are you done with the math? If so maybe you can come over here and explain to me whether Brown was dreaming or if he truly saw his townsfolk worshipping the Devil."

She patted the area of the bed beside her, and her light eyes and slightly wicked grin hinted that English was the last thing on her mind.

"I think you're supposed to figure that out for yourself." Clark smiled as he came over to the bed and sat down. "I think he was dreaming." He went down on one elbow and faced her as he kicked off his sneakers.

"Why do you think he's dreaming? It says very clearly that the noise awoke him." She scooted closer and reached out; her hand touched his red t-shirt gently. The heat of his skin through the material made her smile, as did the fast thumping of his heart against her palm. Tugging the shirt up gently, her lips began to plant light kisses up his pecs to his collarbone. Caitlin then leaned forward and kissed up the side of Clark's neck.

"Uh, ummm . . . " Clark promptly forgot about Hawthorne, English literature and his own name at the feel of Caitlin's lips on his skin. "Uh, I . . . "

"Um? Um?" Caitlin teased as she whispered into his ear, kissing his lobe gently. "I don't recall that part of the story Clark."

Clark grinned and began to laugh softly, his eyes widening as Caitlin did unbelievable things to his ear. "You . . . you're not letting me think!"

"Sometimes thinking has its purpose and place Clark…neither one of them is right here, right now." Her hand curled around the other side of his neck as she blew her warm breath straight into his ear.

A full body shiver ran through Clark and he twitched noticeably.

"Right. Got that message. No more English lit." He turned and captured her mouth as she tried to nibble the other side of his neck, and kissed her deeply.

Caitlin sighed with the kiss, her arms coming up and around Clark's neck. She shifted onto her back and took him with her, his long frame stretched out on top of hers and her fingers curled into his dark hair.

Clark kissed her until she was gasping, and then took his revenge by nibbling on her neck and earlobes. He chuckled softly into her ear as he felt her squirm underneath him. "Give up yet?" He teased.

"No way!" Caitlin giggled as he attacked her neck once more. Her arms moved from around his shoulders to slide down his back. She reached the end of his t-shirt and pulled it up; her fingers then glided back up his bare spine.

"Not even if I do this?" Clark asked slyly, nibbling on the sensitive skin at the juncture of Caitlin's neck and shoulder.

Caitlin gasped at that, her head dropping back. Her wandering hands then traveled down the valley of Clark's back and touched the lower area, rubbing it lightly with her fingers. She shuddered at the feel of his teeth on her neck.

"Clark…you do that and things might get a lot more heated in here."

Clark had to admit that her squirming against him had made him more than a little physically uncomfortable. "You think so?" He asked hoarsely.

"Uh huh, definitely--" Caitlin craned her neck and gave Clark another kiss, their lips roaming about one another made her groan. Her hands now concentrated on Clark's lower back, feeling the smooth strong muscles beneath his skin…and something else. Her eyes flew open and she broke the kiss as her fingertips traced over a prominent lump in her boyfriend's lower back.

"Clark…what is this?"

"UH!" Clark cried as Caitlin's fingers brushed against a spot on his left lower back where he had been vaguely aware of a dull throbbing since he and Caitlin had starting necking. Now her touch sent white-hot forks of pleasure through his body, making his back arch against her hand.

"Oh . . . oh God . . . " He whimpered.

"Clark?" She stared into his eyes, the pupils wide, so wide they were almost totally black. She touched his back again and he hissed through his teeth, and a realization came over her that made her own eyes widen.

"Oh my God…that…feels good doesn't it? It's…turning you on." Her face broke out in a bright shade of red.

Clark writhed under her touch, his hips rolling helplessly against hers.

"Caitlin . . . Caitlin . . . "

Her light eyes widened at the bump and nudge of something heated and solid right up against her pubic bone. She swallowed hard as she stared into Clark's face and saw the desire in his eyes. She pressed her mouth to his and closed her eyes as she stopped touching his lower back and pulled his red t-shirt all the way off, mussing his hair.

"I think things are going to be a lot more heated Clark." She whispered as she covered his mouth with hers.

"Mmmnff." Clark moaned against her mouth in agreement, and continued to rub himself against her. Finally, catching himself before things went too far, Clark pushed himself away from her and knelt, breathing hard, his hair mussed and his faded jeans tented at the juncture of his thighs. "Caitlin . . . let's . . . slow . . . . down." He panted.

She sat up; her face flushed and slowly shook her head. "I don't want to slow down Clark, I don't want to stop."

Clark stared at her, his chest heaving. "What . . . what do you mean . . . of course we have to stop."

"No we don't." She shifted to her knees and closer to him. "Clark…I want to be with you." Caitlin's face reddened and she cleared her throat. Her hands touched his chest and slid up his shoulders.

"Don't you understand how I feel about you? Don't you know that you're all I think about and how green with envy I got when Lois Lane caught you in the shower and I never have? You're handsome and you're kind and you make me feel so…bad sometimes because I think about kissing you, about touching you and wondering to myself what you look like when you sleep." Her fingers then slid over his collarbone and down his pecs. "You make me feel loved Clark and I want to show you how much I do love you, with not just words but with me…my heart and my soul…and my body."

"But I've never- " Clark shook his head. "Caitlin, we can't. I'm not even human. What if I hurt you?"

"I don't believe you would Clark. I don't believe it for a second." Caitlin cupped his face between both of her hands this time. "I love you Clark and I want to be with you."

Her smile grew watery as she caressed his face with her thumbs.

"I've never been surer of anything in my life."

Clark swallowed hard, his green eyes sharp and intent as he gazed at her.

"I . . . I feel the same way about you. I think about you all the time, Caitlin. What it would be like if we-" He glanced down. "I've never felt about any girl the way I feel about you. Maybe . . . maybe what's happening inside of me now is telling me that it's right, that you're who I should be with for this."

After a moment, he reached out hesitantly and touched the side swell of Caitlin's left breast. "Let's find out."

Caitlin's hand trembled as she brought it up to her chest and covered Clark's. She raised her head to look into his eyes and nodded.

Clark hesitated, and then his hand moved to unbutton her shirt.. When it hung open, Clark's eyes roved over her, uncertain. Finally, he broke out in nervous laughter.

"Umm . . do you-" His long fingers touched the belt loops of her jeans uncertainly.

To answer his question, Caitlin gently took Clark's hand and guided it to the snap of her jeans, touching his fingers just inside the waistband. He brushed them against her stomach and she giggled softly at the tickling sensation.

The feel of her skin made Clark inhale sharply and the next thing he knew the button of Caitlin's jeans was laying in his hands, one frayed thread hanging from its eye. He bit his lip.

"Oh . . . uh, sorry." He laid the button aside carefully, and then lowered her fly with exaggerated care.

"It's all right Clark; I can sew it back on..." Caitlin's smile faded as she looked up at Clark, her bluish-grey eyes spoke of trust and love.

His jeans were painfully tight again, but Clark didn't want to push Caitlin too quickly. Who knew if she'd ever seen a naked man before? He eased her onto her back gently, and her shirt fell away from her chest, fully revealing her white sports bra, it had a front enclosure and her position drew it taut across her breasts.

Caitlin sat back up and helped him. She then lowered her head and gently brushed her lips against his chest, letting her instincts guide her. Her lips nuzzled his warm skin and she sighed. Her heart pounded hard against her ribs as she tasted his sweat.

"Caitlin . . . . Caitlin . . . " Clark whimpered, knowing that he couldn't stand the pressure of skin on fabric too much longer.

She stopped her kisses, simply resting her head against his chest. Her fingers glided down the smooth skin of his chest and stomach. With a tug, the button on his jeans popped open and her hand shook again as she slowly pulled the zipper down. Raising her head, she saw the flush in his cheeks and gave him a small smile.

"Is that what you wanted?" Caitlin then touched the opens of her shirt and slid it down her arms, dropping it over the side of the bed.

Clark nodded and squirmed out of his jeans, shoving them away with a kick of his left foot. He was now left in his underwear and socks, Caitlin in her open jeans and no shirt. Clark swallowed hard and touched her face.

"We . . . we should, uh . . . you know, use something."

"Do we have anything?" Caitlin's eyes widened, in the heat of the moment she hadn't even thought of that.

"I do." Clark admitted, blushing. He reached over to the small end table that stood nearby and opened one of the drawers. He rifled through a bunch of junk until he came up with a small square package. He held it up to show Caitlin, who looked curious.

"Where did those come from?" She asked and Clark pulled a small black envelope from inside the package and handed it to her. Inside the envelope, a single piece of white stationary bore the initials LL in the letterhead.

"Happy 17th Birthday Clark, I certainly hope you put these to good use…Lex."

"Lex gave you these?" Caitlin touched her hand to her mouth and giggled.

"I can't say I'm surprised."

"Sometimes I think he just likes to see me squirm. Joke's on him this time though." Clark grinned and fumbled the condom open. Once it was in place, Clark's expression changed again and he eased Caitlin onto her back once more.

"I love you." He said softly, and surrendered his virginity in the dim light of his hideaway.

An hour later, Clark lay in Caitlin's arms, his body and hair damp with sweat and contentment. His green eyes gleamed through half closed lids, and he smiled languidly. So that's what Lex had been trying to explain to him all these years.

He nestled his head further into the crook of Caitlin's arm and stretched until even his toes arched upward.

"Oh, boy." He sighed.

Caitlin heard him and sighed happily as she turned toward Clark and buried her head in the juncture between his neck and shoulder.

"You better call Lex, Clark." She whispered as she gave the side of his neck a kiss.

Clark opened his eyes and pulled back to look at her. "What for?"

She gave him a smile and touched her forehead to his. "Tell him he needs to send more, but make it bigger than a three-pack this time." Her smile widened as she began to laugh.

Clark blushed so hard that his neck turned red, but he burst into laughter as well.

"I'll tell him to send a case or two over just in case you spend the night sometime." He sighed and sat up, suddenly feeling awkward.

"Caitlin?"

"Yeah Clark?" She saw the uncertainty in his face and tipped her head a little to one side.

"What's wrong?" A horrible thought occurred to her and she sat up, the sheet sliding down a little to reveal the top of her bare chest.

"You don't regret this…do you?" Caitlin asked, her pulse speeding up again.

Clark's head snapped up. "No! No, not at all!" He shrugged a little and smiled boyishly. "It . . it was good. I just wanted to ask you if . . . if you liked it." He looked away from her and his fingers trailed the sheet beside him. "Did you? Like it?"

Sighing in relief, Caitlin touched Clark's chin and turned his face back towards her.

"I'll put it to you like this, Clark Kent…" She started, a shy smile coming to her lips. "Does Smallville have an all night drug store?"

Clark grinned and toyed with the sheet some more. "Oh. I, umm . . . I didn't hurt you, did I?"

Caitlin thought about it a moment and decided that honesty was the best policy. She moved closer to him and covered his hand with hers, her fingers stroking along his.

"A little bit…it did when you first…but after that, no it didn't hurt." Her own face burned in a blush. "You are even more handsome without your clothes than I imagined." Caitlin touched his chin and made him face her again.

"Clark, that lump on your back…" She then turned him away from her and ran her hand down his spine. Her fingers brushed his lower back and she gave the area a thorough rub.

"Hmmm that's odd."

"It's gone." Clark said, and looked up at her. "Are you sure you it was there before?"

"Yeah I'm sure Clark, it felt like a big kidney bean and my rubbing it is what got you all excited." Caitlin kept rubbing and leaned over to study the area. "It's gone...maybe it has something to do with your...drive."

A big grin broke out on Clark's face and he squirmed under her hand.

"If you keep doing that, we're going to find out."

"You make that sound like a bad thing." Caitlin teased as she rolled him back over and leaned her head against his chest with a sigh. "I do love you Clark but I think I love you more than ever now."

Clark looked alarmed. "Caitlin, you don't have to say that just because we . . . " He sat up and fumbled for his tee shirt.

Her small hand reached out and touched his shoulder gently, then the red shirt in his hands stopping him from putting it on.

"I'm not just saying that Clark...I mean it."

Clark swallowed audibly and looked her in the eye. "I just don't want you think that you have to say or do anything else differently because we were . . . together. This doesn't change anything, Caitlin. I loved you before and I love you now."

"I said that because it's the truth Clark, not an obligation because you made love to me." Her hand released the t-shirt and touched the side of his face. "Nothing can ever change how I feel about you, whether we ended up in this bed or not."

He gave her a bright smile that was both shy and sweet as Clark tugged his tee shirt on. "Me too." He admitted, and lay back down with her. "Are you warm enough?" He asked. "It can get pretty drafty up here."

"Ohh I might be if a certain someone would lay down and snuggle under the blanket with me." Caitlin grinned then touched the side of her cheek. "Gee, I wonder who I could be talking about?" She raised her gaze to the ceiling as if thinking hard about the answer.

"Let me take a guess." Clark grinned, and put his arm around her as he drew a patchwork quilt over them both.

As the cold night wore on Clark slept fitfully, his dreams full of bitter sweat and ominous visions. He moaned softly, turning restlessly this way and that, his thick black hair damp with sweat.

"Awaken my son…" A familiar deep voice echoed in the young man's head. "You must awaken and bring her to me… Bring Caitlin to me…To the caves…You must bring her to the caves…" The words became more insistent, the lilt speaking of an urgency that couldn't be ignored.

"Awaken!"

"Huh!" The sound was jerked from Clark as he jackknifed in his bed, his green eyes wide and blank. After a moment, a grim and intent expression settled over his face and he threw the bedcovers aside as he swung his legs out from the bed and got to his feet. He dressed quickly and pushed open the doors covering the loft window, inviting in a cold whoosh of late fall.

Caitlin rolled over, her hand reaching out to touch Clark's chest. She felt nothing but bed and a sudden blast of cold air awoke the young woman. She sat up in bed dreamily and rubbed her eyes.

"Clark?" She spotted him beside the window and pulled the sheet up higher on herself to ward off the loft's sudden drop in temperature.

The tall youth stepped forward, his face in half shadow as he stared at his girlfriend. "Come with me. He is waiting." Clark stretched out his right hand toward her not in request, but in command.

"Go see who? Who's waiting?" Caitlin shivered from both the air and Clark's tone. She couldn't take it anymore and got up from the bed. She quickly put her clothes back on and rubbed her arms, trying to get warm.

"He is waiting. Come with me." Clark scooped her up in his arms like a groom carrying his bride over the threshold and leapt out the window. Caitlin cried out in alarm and slipped her arms around his neck to keep from falling, but Clark didn't react to her fear. He hit the ground running and headed away from town, cutting across an empty field that led into the woods, and the Kawatche Caves.

"Clark! Where are we going?" Caitlin closed her eyes, her head resting against Clark's chest as she tried to shield herself from the freezing air his super speed inspired. He didn't answer and she risked a glance at her surroundings. They were in the deep woods.

"The caves…we're going to the caves." She then looked at his trance-like state and swallowed hard, her heart speeding up in fear.

"It's Jor-El that waiting for us isn't it?"

Clark didn't reply as they reached the caves and vanished underground. Once there, he set Caitlin gently on her feet and pressed his hand against an indentation in the rock wall. A circular formation of symbols lit up, and Caitlin gasped as a portion of the wall slid open in a wash of bright white light. Clark took her hand and walked into the light without hesitation.

"Clark…I'm scared. What does he want?" Caitlin asked him, giving his hand a squeeze as they entered the secret chamber, the light becoming so bright she shut her eyes against it. A strong wind blew back her sandy brown hair and she turned toward Clark, her head against his chest.

"You have done well my son…You have brought her to me…Your obedience speaks of your loyalty to me…"

"Yes, father." Clark replied as he stared up at the light.

Caitlin heard the voice and opened her eyes; she saw nothing but swirling colors and vapors that flew all around them like specters.

"What do you want? Haven't you done enough? You took him for three months! What more do you want?"

"Silence child! Listen to my words…"

Caitlin squeezed her eyes shut and pressed herself closer to Clark, frightened that she had lost him to Jor-El again.

"Yes…Cling to him my child…Cling to him no matter what…For I have called you both here to give you warning…"

"A warning, father?" Clark asked, his voice deep and somehow dangerous, so much unlike his usual warm tone that it made Caitlin shiver.

"Yes…Long ago before you were born, our people fought for this planet against a vicious enemy from the planet Torg…They were a formidable foe and for many decades we fought until the last had fallen…Or so we believed… But we were wrong… One Togarian remains and worst of all…that enemy has returned to this planet..."

Clark's eyes widened. "Torg. Danger . . . " His tone was flat and urgent, and Caitlin knew something inside him that he wasn't even aware of had made him respond. A conditioned response, something ancient, like the survival sense of a prey animal. His hands twitched.

"There is a danger my son but one that you might not expect…The lone Torg has taken over the form of someone close to you.…The symbol has been branded into their body…You will know it when you see it...When the time comes, the person you know will no longer exist but the beast inside will take over to complete a dark purpose…The revival of the Torg civilization is their goal…"

"The last son of Krypton begets the first son of evil." Clark replied as if speaking by rote and Caitlin's blood turned to ice at both the words and their implied meaning.

Gathering her courage, she turned toward the light. "What are you doing to him? What is he talking about?"

"It is said that the last survivor of Krypton and the last Torg will join together to create a dominant race of super beings that are as evil as they are strong…"

"That can't be!" Caitlin shouted as she looked up at Clark's face. "Clark would never be part of something that created evil!"

"He will be corrupted by the Torg…turned away from his true destiny and forced into another…"

These words made Caitlin feel small and helpless. She clung to Clark even tighter, frightened of losing him to forces she didn't even understand.

"How can we fight back?" She asked, mostly to herself.

"Some things are stronger than the forces of good…But there is still hope Caitlin…"

"I don't understand!" Caitlin cried, and the colors began to fade.

"Wait! Jor-El, please!" She called, but then the light collapsed in on itself, leaving silence and near-darkness in its wake. Clark's body jerked as the light vanished and he blinked, looking like a sleepwalker who has just awakened to find himself outside in his pajamas.

"Clark?" She reached up to take his face in her hands. "Do you remember any of that?" She glanced over her shoulder at where the light source had been before focusing her attention back on Clark.

Clark blinked again and looked down at her. "Danger." He said softly.

"We're in danger." He took her hand and pulled her through the entrance.

"Come on, let's get out of here." Clark palmed the lock set into the rock and the door closed smoothly with no indication that it had ever been there.

Moving quickly, he led Caitlin to the surface and glanced around. It was nearly two a.m., and very cold. Caitlin trembled, and Clark put his arm around her.

"I'm sorry, Caitlin. I'm sorry he made me bring you down here. Are you all right?"

"I'm all right Clark; I just don't understand why this is happening. Why is an old enemy coming back for you and wearing a familiar face no less?" She shuddered, stepping closer to Clark and his body heat.

Clark frowned. "I don't completely trust Jor-El after what happened this summer, Caitlin. It might be another trick so that he can get control of me again. Besides, I don't care what he says; I'd never agree to become something evil!"

"I know Clark, believe me I know." She wrapped her arms around his waist, her head against his chest. "But the idea that someone is coming to hurt you…" she sighed and closed her eyes.

Clark held her tightly against her, careful not to squeeze too hard and hurt her.

"Don't worry. Nothing can hurt me."

"Yes Bonnie she's just fine. They fell asleep studying." She nodded. "Jonathan just checked on them both up and they're asleep. In a little while, we'll make sure they're both awake and getting ready for school. Right…I'll let Caitlin know how worried you were about her. All right Bonnie, bye."

Martha frowned as she hung up the phone and tightened the tie on her pink robe. She shut the teapot off and poured four mugs of hot chocolate, the barely risen sun shining directly into her kitchen.

"That was your mother Caitlin; she was relieved you were all right." She picked up the tray of mugs and brought them into the living room.

"What did Jor-El want?"

The two teenagers sat on the couch wrapped in a heavy quilt, trying to quiet their trembling not only from exposure to the night air but Jor-El's words. Her husband sat in his chair, a blue and black plaid robe around him. He smiled and took a mug from her.

"Thank you, sweetheart." He sipped the cocoa and looked his son over carefully.

Although extremes of any temperature usually never affected Clark, he was shivering. "Clark . . . son, are you sure you're okay?"

"I'm fine dad." Clark said a little too quickly, and looked up at his mother.

"Jor-El didn't threaten me. He said he was trying to warn me."

"Warn you of what?" Martha scoffed as she sat on the arm of Jonathan's chair and sipped from her blue mug.

Caitlin leaned closer to Clark, pulling the quilt even tighter around her.

"I wasn't thrilled talking to him either but Clark is right, he did warn us of a threat coming for Clark." She shuddered at her own words and practically burrowed into Clark's side.

"What kind of threat?" Jonathan pressed, and Clark set his mug aside without even tasting the cocoa.

"He said that danger will come in the form of a familiar face."

"And bearing the mark of the enemy." Caitlin added, earning a raised eyebrow from Clark's mother.

"A mark? What kind of a mark?"

"I don't know, Jor-El said that Clark would recognize it once he saw it."

Clark sighed. "So I'm supposed to be suspicious of all of my friends and watch for a mark I won't even recognize until I see it!" He got up and began to pace, the soggy hems of his jeans flapping around his bare feet.

"It doesn't make any sense!"

Martha rose to her feet and watched her son walk back and forth. "Clark since when has anything your biological father done made sense?" She shook her head, sighing in frustration.

"He kidnapped you for three months and put your father in a coma." Her jaw worked a moment as she turned back toward her husband.

"We don't even know what he's capable of or if he's even telling the truth about this threat. It could be another trick."

Clark closed his eyes briefly as snippets of memory came back to him; snippets of time he had spent in that cave after Jor-El had taken him. None of the brief memories were pleasant, and he shook his head.

"I think it's a trick. I think he's lying about this threat to get closer to me again."

"If he had wanted you Clark he would have taken you back tonight. I certainly couldn't have stopped him and you were under his influence." Caitlin suddenly closed her mouth, looking puzzled. She had just defended Jor-El. A look of disbelief appeared on her face.

"Did I just say that?"

"You did." Jonathan replied flatly, and set his cup down. "I got chores to do. The cows aren't going to milk themselves, after all." He got up from his easy chair and headed for the staircase. Clark watched him go, his green eyes troubled.

"Dad..." Clark went to the stairs, swallowing hard as he watched his father climb a few steps and turn around.

"Dad I know you don't want to believe what Jor-El said but…what if he's right? What if some Kryptonian enemy is coming after me?"

"Clark, you've said yourself that I can't always protect you anymore. If Jor-El is telling the truth and there is some kind of danger, the best we can do is keep on living our lives and keep our eyes open for anything out of the ordinary. Now c'mon, get dressed and help me out in the barn."

"Okay." Clark didn't say anything more, just went up the stairs behind his father.

Caitlin watched both men depart and stood up, wrapping the quilt around her.

"Thank you for covering for me to Bonnie..." She said as she approached the older woman, and then studied the troubled look on Martha's face. Her hand reached out and came to rest on her shoulder.

In the three months of Jonathan's coma and Clark's absence, the two women had grown closer, relying on only themselves to get them through the tough times.

"You're frightened for them both, aren't you?"

Martha nodded a little. "Both Jonathan and I know that Clark's future is bigger than both of us put together, and that can be a lot to handle sometimes. And Jonathan . . . he seems fine, but I still worry about his health. We just were getting back to normal around here . . . . I hope Clark is right, and what happened last night was just a trick to get him back in those caves."

"It wasn't a trick Martha." Caitlin whispered, giving the trembling shoulder a squeeze.

"Jor-El said something else that makes me believe him."

Martha turned to the young girl. "What?"

Her light eyes stared directly into Martha's blue. "He that there is still hope…"

She took in a deep breath. "Whatever this enemy is there's still hope to defeat it and save Clark."

Martha glanced back toward the empty staircase, her heart aching.

"Caitlin, for Clark's sake, for all our sakes, I hope you're right."