Caitlin stared out at through the dark tinted window at the rolling scenery, taking a deep breath. Her thoughts troubled, she tried to distract herself by studying the farmlands that stretched all the way to the horizon. She wasn't alone, the limo packed with three other occupants, Jonathan and Martha Kent and Lex Luthor.

"Where are we going?" She asked, her voice scarcely above a whisper.

"Someplace where you'll be safe." Lex replied as he raised the partition between the driver and the back of the limo. "Don't worry Caitlin, it's only for a few days. You'll be back in Smallville by Friday, I guarantee it."

"You guarantee it…"Caitlin repeated, her gaze met Lex's face briefly, but his small smile gave her no comfort. She then turned back towards the window. But can you guarantee Clark will be there on Friday? Can you guarantee this enemy of his people wouldn't have destroyed him by then?...Jor-El told you that you had to face this thing the same as Clark…Without you.. he might die… Her eyes closed and a wave of terror washed over her.

"Stop the limo!" Caitlin bolted upright, scooting to the edge of the big plush seat bench.

Lex looked up, his expression mildly startled. "What?"

"I said to stop this limo! Now!" Caitlin shouted as she glared at Lex, her light eyes burning. "You're not deaf Lex now do it!"

"All right, Caitlin." Replied Lex, his demeanor as composed as ever. "But we can't stop here. We're in the middle of nowhere. When we get to the next town, we can stop there."

"Fine! Just stop me someplace so I can get back to Smallville." Caitlin picked up the red backpack at her feet and rummaged through it; she took out some cash and leaned back on the seat as she stuffed it into the front of her black jeans.

Jonathan sighed deeply. "Caitlin, you can't go back. You promised Clark that you'd come with us so you'd be safe."

"Safe? While he faces…" She stopped herself a moment biting her lips. "I can't… I can't let him do this on his own." Caitlin looked at both of Clark's parents; they sat on the far side of the lush limo just in front of the divider.

"I'm sorry but I have to break that promise."

"Caitlin, did it ever occur to you that your presence back in Smallville right now might do Clark more harm than good?" Lex asked softly. "I don't know what he thinks he has to face, but if it was important enough to send away the people he loves, than it has to be dangerous. Not just for him, but for all of you."

"You don't understand Lex…I wish I could explain it to you but I can't." Caitlin swallowed hard and shook her head. "I love Clark and I can't just leave him right now."

"I know what he asked me Lex and I know what I promised but...I have to go back." She said nothing more, just leaned back against the seat and once more turned her gaze out the window.

"All right Caitlin, if that's what you want." Lex told her, knowing there was no use arguing with someone who obviously wasn't going to change her mind.

Several hours after Clark saw his parents and Caitlin off in Lex's limo; he left the farm and sped to Chloe's house to search for clues as to the whereabouts of Lana Lang. That nervous, edgy feeling still niggled at him, but Lana's vanishing had dulled its razor edge with worry.

Who had abducted Lana and why?

Determined to find answers, he knocked on Chloe's front door.

"Chloe?" He called. "It's me!" He knocked again, and the door suddenly swung open. Clark stepped back uneasily, and then craned his neck to peer around the half-open door. "Chloe?" He called again, and walked inside. There was no answer except for his own echo, and Clark frowned as he climbed the stairs to the room Chloe and Lana shared.

It was in a shambles, as Chloe had claimed. Books and papers were strewn everywhere, and the bathroom was a jumble of shampoo and conditioner bottles, some of them leaking. Clark picked one of them up and then tossed it back down again, frowning. He had told Chloe to stay at the house, so why had she left? A quick sweep of the rooms with his X-ray vision confirmed what Clark already knew- Chloe was nowhere in any of these rooms. Clark jogged back downstairs and stood in the empty den, thinking.

"Clark . . . "

Clark's head came up, his green eyes wide, his head cocked.

"Lana?" He asked softly, straining his ears. Had he heard her calling him or had he imagined it?

"Clark . . . . help me, please . . . . "

"Lana!" Clark shouted as he heard her voice again, and raced outside. There was no sign of her. Clark turned in a wide circle.

"Lana, where are you?"

"I'm trapped . . . . trapped in the caves . . . . Clark please help me, they're going to hurt me!"

"Who?" Clark yelled. "Who's going to hurt you?"

"CLARK!"

Lana's disembodied voice shrieked his name in agony and Clark needed no further urging. He jumped into super-speed and was at the cave in a matter of seconds. He sped underground and glanced around.

"Lana? I'm here! Where are you? Lana please, answer me!"

"Right here…" A dark figure stepped out of the shadows then and Clark turned in the direction of the voice. He saw Lana and his green eyes widened, the relief to see her fading into confusion.

"Lana?"

"Yes Clark…its me." Lana's steps slow and purposeful, she approached him. Her long dark hair had been cropped to her jaw line, the locks straight as a ruler. She wore a gold two-piece outfit that resembled a metallic bikini, the material barely covered her and her skin had a sheen to it as if the smooth surface had been dusted with gold powder.

A cold smile came to her face at his astonishment.

"You look surprised Clark."

"Lana?" Clark took two steps toward her. "Are you all right? I heard you calling for me . . . . are you hurt?"

"Hurt?" Lana chuckled as she paced in front of Clark. Something about her gaze made him stop short of hugging her. He simply hung back a moment watching her walk back and forth.

With a laugh that didn't have one hint of humor in it, Lana suddenly stopped and turned to face the teenager.

"I've never been better." Her jovial expression suddenly faded, like smoke from a snuffed out candle. Raising her chin she brought her right hand up, her long fingernails painted a polished gold, a beam of pure green suddenly shot out from the palm of her hand striking Clark in the chest.

Clark's heart seemed to stop dead in his chest as kryptonite- somehow turned into pure energy- hit him square and knocked him to the cavern floor. He writhed under its blinding pain, his eyes wide, his muscles spasming.

"Lana!" He gasped. "Lana, what-"

"Lana?" She chuckled cruelly. "Lana is dead. My name is Domminus." Domminus walked casually over to the sprawled teenager and looked down at him, tipping her head to one side.

"Do you know who I am Clark?"

The sound of the word struck terror into Clark's very being for reasons he didn't understand.

Danger . . . a part of his mind whispered, and he looked up at the girl who he had loved for so long. He began to tremble, and all at once, everything clicked smoothly into place. Lana's disappearance, his nervousness, his father's warning.

"You're the enemy Jor-El told me about!"

Domminus turned around, the symbol that had been branded into Lana's skin visible to Clark. "Recognize this?"

"It . . . " Clark swallowed hard as the after-effects of the energized kryptonite swam in his blood, weakening him. "It's the Kryptonian symbol for enemy."

"Enemy....what a formidable word...." Domminus stared down at Clark and tipped her head to one side. "Allow me to tell you what your kind did to my people. They nearly wiped us out!" She raised her chin again, the look on her face one of arrogance.

"But now...now we can begin again..."

"I'm not going to help you!" Clark groaned. "And Jor-El told me that it was the Torg that nearly destroyed the Kryptonian people!" He looked up at the stranger who looked back at him through Lana's eyes. "I want my friend back!"

"You cannot have her, she belongs to me." Domminus tapped one long fingernail to her chin, pondering. She then raised her hand and dragged that one nail down as if on a chalkboard.

As if by magic, Clark's over shirt popped open and the white tee shirt beneath it was cut in half as if by invisible scissors. The two halves fell away, revealing Clark's bare chest. He dug his heels into the dirt of the cavern floor and pushed himself backward, the first sparks of fear burning brightly in his stomach.

"Let her go! She hasn't done anything to hurt you, and she has nothing to do with what happened to your people!"

Domminus raised her right hand again, another green beam coming out, once again striking Clark in the chest. She then crossed her arms over her chest then threw them out dramatically. Clark's arms and legs mirrored her actions, the teenager now lying spread eagle, his limbs frozen to the ground by some unseen energy.

"Much better…" Domminus then stood over Clark's hips and slashed her hands in the air, the front of Clark's jeans shredding. Then with a flick of the wrist, the material jerked off of his body leaving him in his blue briefs.

Clark's muscles twitched frantically, seeking escape from the paralysis that had suddenly swept over his body. "What . . .what are you doing?" He cried.

"Preparing you of course." She crouched down, her legs straddling Clark's lean hips. Leaning over, Domminus' tongue slipped from between her lips and lapped at Clark's chest in long slow strokes.

"Uh!" Clark gasped at the feel of her tongue on his skin, almost hot and very thick, and he squeezed his eyes shut as memories he couldn't possibly have tumbled over one another in his mind.

Kryptonian men . . . his friends . . . . writhing in agony under green rays of energy, being dragged away and used by the Torg women . . . . The Torg, whose race was dominated by the female of the species, spawning children of strength and evil who threatened the whole future of his planet. Corpses of men, their flesh eaten away, their bellies emptied, left behind to rot as the Torg women went on to new victims . . . . death, destruction . . . .

"NO!" Clark cried as his father's memories flooded his mind, and knew he had been warned too late. He tried to pull away from Domminus, but he was helpless.

"Look . . . "He gasped, "We're both superior beings, you don't have to do this!"

"Oh but you're wrong Clark..." Domminus leaned closer, hovering over his sweaty, pale face. "I have to do this for the sake of my people." She dropped her mouth to his giving him a long, deep kiss.

"Mmmmmnn!" Clark cried, his eyes wild as her lips captured his tongue. It was more like being tasted than being kissed, and Clark felt panic beating in his breastbone like a frightened bird. His father's memories were vivid and Clark didn't doubt them . . . but could this Torg woman possibly fulfill her appetites while in Lana's body?

Domminus stopped kissing his mouth and trailed her lips along the side of his face, then down his neck. Her teeth nipped away at the smooth flesh with groans of satisfaction.

Clark gritted his teeth as tiny sparks of sensation went off down the length of his imprisoned body.

"Lana please, if you can hear me, don't let this happen! Stop her, please!"

"She's gone Clark, she cannot help you." Domminus then scooted back, down his long legs, her face now above his groin she ran her fingers over the bulge between his thighs, smiling.

"My my…such a perfect specimen, so much like your father was Clark."

"Jor-El!" Clark blurted, his eyes wide with disbelief. "You . . . he . . . "Clark shook his head a little. "No! That's not possible!"

"Of course we did Clark..." She then stretched back out over him and cupped his chin, turning his face to one side. "I was defeated, and sentenced by the council of elders to be banished to the furthest reaches of the universe. Before I did, however, I knew I had to save the life of my precious child. I freed him of his physical form, and carried his essence with me. I knew that Jor-El and his woman had recently made a child together, and as I was led from the chamber, I touched that child as I passed the woman, Lara, transferring the soul of my son into the soul of their child, where he would sleep until his time came to rule the galaxy. It has taken me thousands of years to return, but I always vowed that I would come to find my child." Domminus' eyes glittered as she stared down at Clark.

"That child's name was Kal-El."

Clark stared up at her in disbelief as he thought of his alter-ego, Kal-El. Evil. Greedy. Highly sexual, with criminal tendencies. A ruler. The son of a Kryptonian Emperor and an evil queen.

"No." He whimpered, and Domminus bared teeth that had suddenly become pointed and gleaming white.

"Yes. And now, I take my revenge. I take my revenge on the last son of Krypton, he who destroyed my son Kal-El! I will take his seed, and make my people live again!"

"Kal El . . . . was evil. He had to be destroyed." Clark panted.

"He was my child! He was born to RULE this pathetic world!" Domminus sank her fingernails into Clark's face, staring down at him with pure loathing in her eyes.

"But…he will live again! And when I give him your body… he will choose Caitlin for his mate!"

Panic yammered in Clark's mind. "No!" He shouted. "You leave her out of this! If you touch her, I'll kill you!"

"You can do nothing to prevent this, Son of Krypton!" She slid back once more to Clark's pelvis and gripped his blue briefs, tearing them away with a quick tug. Now that the boy was totally nude, she took in his young body with an appreciative eye and gave a pleased sigh. Then, lowering her face, she planted gentle kisses on his manhood, then took it into her mouth and began to suckle at it.

Clark gasped so deeply that for a moment every rib could be plainly seen underneath the skin of his ribcage. He hips arched upwards in a completely involuntary motion, and he left go of the gasp with a sobbing cry that echoed off the cave walls like the cry of a lunatic. His armed and legs thrummed, yet he couldn't move them. He gritted his teeth as his head tipped backwards swiftly and his Adam's apple stood out in pained relief. He felt like he was being consumed.

Domminus brushed her tongue around the hardening flesh in her mouth, feeling it quiver under her tongue. She closed her eyes and lowered her head, allowing the thickening shaft to slide down her silky throat.

Clark whined through his gritted teeth as the torture continued. It went on and on, and Clark could feel her fangs, sharper than a razor's edge, scrape against his skin. His muscles trembled with restraint, and then finally he could keep silent no longer. He took another deep breath, and it turned into a plea.

"Oh God . . . . please!"

Releasing the turgid flesh, she then licked her lips. "Such a tasty boy you are…no wonder this human liked you." She then rose up on her knees her hands working to pull her outfit off, the metal clanging as it hit the cave floor. Domminus then shifted over to once more straddle his hips. Tipping forward a moment, her hand reached beneath her and wrapped around the straining erection. Lowering herself slowly, her eyes rolled back in heady pleasure as her head tipped back.

"Ohhh yes Clark…"

Clark's eyes were like those of an animal caught in some terrible trap from which it knew it would never escape.

"No!" He screamed as his sanity trembled and threatened to shatter. Caitlin's face suddenly filled his mind and he screamed again as if she was watching.

"No, please! Please don't do this!" Even as he begged the woman straddling him to stop, however, he could feel his body starting to react. Pleasure was flowing all through his body, and the organ that depended from the base of his kidneys began to throb. The throbbing there matched that of those in his groin, and Clark suddenly understood just what that organ's function was.

Domminus shook her head, her breathing growing ragged as she rose and fell on the helpless teenager, her moans of pleasure accompanying each grind of her hips. She leaned forward, palms flat on either side of his prone form as one hand slid beneath his back. She began to massage the twitching organ, and then pressed her hips more firmly onto his, the thrusts more urgent.

"Yes Clark…I need you."

"It hurts!" Clark cried as small rivers of pain flowed through him, crossing the rivers of pleasure at a thousand different points in his lower body. Domminus pressed her fingers hard against the small of his back, forcing his hips to arch upward. His eyes became distant and fixed as he battled against the climax that was building inside him.

"You can't resist me Clark…now give me what I want!" She stopped pressing on the organ and leaned forward, lapping at his sweaty chest sucking up the sweat and salt with relish. Her mouth closed over a nipple and she suckled on it as if it were a rare delicacy.

Clark groaned as he was squeezed again and again, and he closed his eyes against the sensation. A terrible buzzing began somewhere deep inside of him and began to spread in a liquid rush to every nerve in his body. A moment too late, Clark recognized it for what it was.

"No . . . . no . . . . . . uh!" Clark gasped loudly as his body seemed to meld with the alien queen's as his climax poured from him in helpless spurts. It only seemed to spur Domminus on, and Clark yelled in pain as she bit into his nipple and drew blood. Finally, it was over and Clark lay still and spent underneath her, the only sign of life being the tears that spilled from his eyes and coursed down his cheeks.

Sighing contently, Domminus raises her head, a smile on her lips as she pressed a kiss to Clark's mouth.

"That is one of the many pleasures we will share Clark." She climbed off of him and stepped back, then raised her arm straight out. A gold beam shot from her fingertip and wrapped around Clark like a snake. It lifted him into the air and suspended him there, and Domminus snapped her wrists sharply. Long thin ropes of energized kryptonite sprayed from her fingertips as Clark's body spun in the air slowly.

"Sweet dreams…" It wrapped around Clark like a spider web and within moments, it encased him in an emerald green cocoon. Domminus smiled as she hung the cocoon from an outcrop of rock on the cavern ceiling.

"We've only just begun…"

Lex sighed softly as he stared out the hotel window at a brightly painted sign that said "Welcome to Roaring Springs!" Under that was the slogan "Where We Treat You Like Family!"

"All things considered, I'd rather be in Smallville." He muttered as he listened to Caitlin frantically throwing things into a suitcase behind him. Finally, he turned to her. "Caitlin, I can't let you go back."

"I don't recall you having a choice Lex." Caitlin finished her packing and slammed down her blue suitcase and locked it with a loud click. She gripped it by the handle and lifted it from the queen sized bed.

"I'll be fine."

"I could refuse to turn the limo around."

Caitlin's light eyes flashed and her mouth tightened. A thousand things went through her mind, all of them about Clark.

"And I could catch the bus back to Smallville." She said with a frown.

"That would take days." Lex answered in his usual calm tone. "By then who knows what might happen to Clark."

The young woman's small hand came up and slapped Lex's cheek, the sound loud in the small room. Caitlin's palm stung as she touched the wounded hand to her mouth in shock.

Lex only blinked, his gray-blue eyes slightly hooded. After a moment the right side of his mouth quirked up slightly.

"Feel better?" He asked.

"Oh God Lex...I'm... I'm sorry." Caitlin swallowed hard at her angered reaction and shook her head. "I don't know what came over me I just...I just don't know what to do about Clark."

"That's all right Caitlin. I've been slapped by more women in my lifetime than I can possibly count." He said ruefully as he touched his branded cheek.

"That's quite a backhand you've got there." He reached out and put a hand on her shoulder. "I know you're worried about Clark. I am too. So are the Kents. I also trust Clark's judgment, though. If he sent you away, there has to be a pretty good reason."

"There is good reason Lex but I don't think he should be facing something dangerous alone. I care too much for him to leave him stranded." She put a hand over the one on her shoulder. "Take me back to Smallville Lex…please."

"You're not going alone." A voice said from behind them, and Caitlin turned to see Jonathan and Martha standing in the doorway. Jonathan had a stubborn expression on his face that Lex has seen on his best friend more than once, and not for the first time he reflected that family similarities weren't based solely on blood relations.

"All of us are going back?" A coy smile came to Lex's face. "I was wondering when you were going to change your mind." He stuck his hands in the pockets of his charcoal grey pants and motioned to the limo.

"Come on then…our chariot awaits."

Martha's expression was a study in relief. "Thank you, Lex."