Martha stood in front of Lionel Luthor's Metropolis penthouse, resolved and unwavering in what she planned to do. She had just spent a small fortune on a three hour taxi drive from Smallville to Metropolis, and now she was going to confront the lion in his den. Squaring her shoulders, she moved to climb up the steps of the building when she was halted by the sound of her name.

"Mrs. Kent!" someone hissed close by. She looked around, then spotted a figure in the shadows of the building.

"Who's there?" she called out warily, stepping back a few paces as the figure moved forward.

"Mrs. Kent, it's me, Lex Luthor."

This did not reassure Matha. From all that she had heard, Lex Luthor was now incurably insane. She recalled how he had shown up at the farm, ranting and raving at them, and how Clark had left with him. She had not seen Clark since that day. Her heart constricted with sorrow when she thought about this.

"Mrs. Kent, I know where your son is being held." Lex stated in a low voice.

Martha froze, her heart pounding. "You know where Clark's at?"

Lex nodded. "But we need to go some place safe to talk about this."

Martha hesitated, then nodded and followed the young man down the street. They slipped through alleys and yards until they reached what looked to be an abandoned apartment building. They went up the front steps and Lex unlocked the old, creaking door. Inside it was all dust and shadows. Lex flipped on a light in the front hall and the glare of the bare light bulb shone dismally upon the surroundings. They were in a old and dirty room, bare of any furniture and with crumbling walls covered with peeling, yellowed wallpaper that reminded Lex disturbingly of dead skin.

"It's not exactly my usual style, I know." Lex said in a rueful tone, gazing around at the dim and dingy room. "But this is the one place that I can be sure of that my father doesn't know about and won't have bugged."

"What do you know about Clark?" Martha asked, not even noticing her surroundings in her worry over her son.

"My father has him locked up in Cadmus Labs. He's been doing experiments on him." Lex said tonelessly.

Martha's eyes widened with shock. "Oh my god." she breathed. "Have you see him? How is he?"

Lex looked grim. "He's pretty bad off. My father thinks that I'm insane and so has pretty much been ignoring me. He doesn't think I'm a threat anymore. I've been plotting Clark's escape behind his back. Mrs. Kent, I have to admit that I know Clark's secret. My father has been taking me to the lab in order to keep an eye on me when he's there and so I've discovered the fact that Clark isn't necessarily human."

Martha closed her eyes, then sighed wearily. "Lex, you have to promise that you'll never reveal Clark's secret to a living soul. Promise me that!" her voice sounded high and strained in her own ears, and she fought to keep her panic down. It was the Kent's greatest fear, that someone would discover Clark's secret. And for that person to be a Luthor!

Lex nodded firmly. "Mrs. Kent, you can trust me with Clark's secret. I won't tell a living soul." Martha looked into Lex's eyes as he said this, and it seemed as if he were telling the truth. She didn't know if she completely trusted him, but she really had no choice in the matter. And if Lex could help her rescue Clark, then she would trust him with her very life and soul. So she nodded.

"Mrs. Kent, I have a few loyal people still working secretly for me and we've concocted a plan to break Clark out of the lab. Don't worry, they have no idea why Clark is being held by my father. They wouldn't put it past my father to do experiments on a normal teenage boy. The rescue attempt will be tonight. In fact, I was just heading that way. You can stay here until things are safe and-"

"I'm coming with you." Martha said in a firm, decided tone.

"Mrs. Kent, it's going to be dangerous-"

Martha crossed her arms across her chest and fixed Lex with a lethal stare. "Lex Luthor, don't you tell me that I can't help rescue my own son. The only way that you can keep me from coming with you is if you knock me over the head until I'm unconscious. Do you want to try that?" she glared at him, a dangerous glint in her eyes.

Lex sighed. "Far be it from me to keep a mother from her cub. Alright, you can come with me. We're suppose to meet my people outside of Cadmus Labs. They'll have subdued the guards and turned off the alarms and camera's."

Martha took a deep breath. "We'd better get going then." she said.


After taking the chains off Clark was presented with the problem of walking. Clark wasn't sure if he would be able to walk. A few days ago Lionel had been curious about Clark's reflexes and had decided to test them out by having the scientists stick tiny sharp pins into the bottoms of Clark's feet. The pain had been blinding and the bottoms of his feet were still sore and blistered from the pins.

Clark slid off of the table, planting his feet on the floor, hissing when the sore bottoms of his feet touched the lab floor. Cautiously he put his weight upon his feet, only to cry out in pain and fall to his knees. Clark breathed heavily for a few seconds, trying to pull himself together and ignore the stinging hurt. He once again tried to pull himself to his feet by grabbing onto the side of the metal table. Clark suddenly collapsed onto his right side, slamming against his shattered arm. He screamed in agony as the bones in the arm splintered and broke even more. He lay silently for a few minutes, a quivering, shaking pool of agony and pain. Clark began to cough violently, spitting up blood. He raised his head, determined to try and walk again, but the room started to turn and soon he was unconscious.


A woman with long blonde hair greeted Lex and Martha at one of the side doors to Cadmus Labs. Martha couldn't see her face very well; it was lowered and the brim of the baseball cap she was wearing left it in shadows. Her long blonde hair also partially hid her face. "Everything going fine, Sophie?" Lex asked, barely sparing her a glance, preoccupied with the fine details of the escape plan. Sophie nodded silently. A tall man in a black overcoat joined them at the door. "Sir, the guards have been subdued and the alarm has been dismantled."

"Good work, Phillips." Lex said, then turned to Martha. "Mrs. Kent, are you sure that you can bear to see this? Many of the things that my father has put Clark through has been rather gruesome. It was hard enough for me to watch it, I can only imagine how difficult it would be for a mother."

Martha paled, but raised her chin resolutely. "Lex, you should know that won't stop a mother. On the contrary. If my boy's hurt then I want to see him and comfort him."

Lex stared silently at Martha for a few seconds, then nodded. They slipped through the door into the dark recesses of Cadmus Labs. The guards lay in huddled heaps beside of the doorway, knocked out cold. Martha paid no heed to them, her mind only on her hurt child. Their footsteps echoed bleakly as they walked down the vast halls that made up Cadmus Labs. Two of Lex's people met them in front of the door to the stairway that would take them to the lab that Clark was locked in.

"I'll lead the way." Lex whispered. "I want us to split into two groups when we get up there. Phillips, I want you, Bradley and Jordan to take care of Clark. When we've managed to get Clark you'll take him and go down the stairwell on the far end of the hall and leave by the side door next to the offices. Mrs. Kent, Sophie and I will take the back door that leads from the kitchens. We'll meet up near the dumpsters and take the van that's waiting there. Any questions?"

"No sir!" Phillips said smartly.

"Alright then. Let's get to it." Lex said grimly.


Lex was right. Martha wasn't prepared for the state that Clark was in. He lay passed out on his stomach on the floor of the lab, drenched in sweat and his body streaked red with blood. One of his arms was curled up beside of his head and the other arm was stiff and twisted by his side, obviously broken. His back was marked with dark bruises and red glaring burn marks. The only clothing that he wore was a filthy pair of sweatpants. Regardless of the blood and dirt, Martha threw herself down beside of her son and gently gathered him into her arms. Although he was over 6 ft. tall, he looked almost like a child in his mother's arms. She smoothed his hair back from his forehead, and his eyes fluttered open.

"Mom?" he said in a weak voice, wincing from the pain of his bruised and broken body.

Martha nodded, gasping back tears. "It's me, honey. I've come to take you home."

"Mom...I've missed you so much!" he managed to choke out. Martha hugged him even tighter.

"Everything's going to be fine now, sweetheart. We're going to get you out of here and take you back to Smallville." Martha gently brushed his sweat drenched hair back from his forehead. His eyes glistening with unshed tears, he smiled up at his mother. Although his face was pale and wracked by pain, the smile he gave his mother seemed to lighten up the whole room.

"Clark, can you walk?" Lex asked, kneeling down beside of Mrs. Kent.

"Yes..." Clark said, then his brow furrowed. "Mom, they gave me electric shock...I've lost my powers." he whispered, so low that the only people who could hear him were Lex and Martha.

"That's alright sweetie." Martha said as she and Lex helped Clark to his feet. "We'll fix everything once we get back to Smallville."

"The kryptonite doesn't affect me anymore." Clark gasped when he tried to take a step, the pain shooting like lightening through his battered body. His mother took him by the hand, squeezing it in encouragement. He took another step, and it hurt a bit less.

"That will actually make it easier for us to get you out of here." Lex said, "My father has the entire grounds of Cadmus Labs saturated with the meteor rock. That was one of the things I was worried about most." He turned to the other people in the room. "Phillips, you and Bradley and Jordan help Clark get out of here and down to the van. Sophie, you'll come with me and Martha."

"Yes sir." Sophie said in a low voice. Phillips and Bradley got on either side of Clark, both of them helping to support him as he walked.

"Martha, we'll meet up with them at the van." Lex said. Martha looked at her son longingly, unwilling to leave him. Lex put a gentle hand upon Martha's shoulder and she smiled weakly up at him. Then she put her arms around Clark and hugged him tightly.

"I'll see you soon, Clark."

"Mom, it's going to be okay." Clark whispered, "It's all going to be okay."

Martha nodded tearfully, then reluctantly let her son go. Lex led her gently from the room, Sophie trailing respectfully behind them.


They had just reached the door to the kitchens when the sound of shots rang out from behind them. Lex cursed under his breath, turning around sharply. "It's my father's people. They've discovered that we're here."

"Oh my god, Clark!" Martha cried, and began to run down the hallway back towards the lab. "We've got to save him."

Lex ran after her, grabbing her roughly by the arm and restraining her. "Martha, you'll get yourself killed! My people have guns and can protect Clark. Besides, those shots are coming towards our direction. That's why I split up, just in case this happened. They'll think that Clark's with us and come after us! They may not even know where Clark is. You'll jeopardize things if you go barreling into them! Do you understand?"

Her face pale and drawn with worry, Martha nodded. "I understand." she said in a low, strained voice.

"We've got to get out of here quick." Lex said sharply.

"I don't think so."

Lex and Martha whipped around to come face to face with Sophie. She was holding a gun on them, her face twisted into a smirk.

She suddenly swept her hand through her hair, knocking the baseball cap off and tugging the blonde wig she was wearing off with a flourish. Waves of long dark hair tumbled onto her shoulders. "Lex." the woman drawled, "It's a pleasure to see you again."

Lex gave her a level stare. "So you're working for my father now? Aren't you aware of how dangerous that can be? So what happened to the real Sophie Brown? Is she floating at the bottom of the river by now? "

She laughed. "Don't worry about her. She's tied up unconsious in a janitor's closet. I must admit, Lex, that I'm surprised that you didn't even notice me."

"I've been a bit preoccupied and busy." Lex said wryly. "What are you doing here? Why are you working for my father, Helen?"

Helen shrugged. "After our little fiasco on the plane, Lionel managed to track me down and offer me the job of spying on the lab. It's my job to make sure that nobody steals his prized specimen. You can imagine my surprise when I saw the supposedly insane Lex Luthor show up and try to bust his little friend out."

"My people have already got Clark to safety. Dad's not going to be all that happy that you've let Clark slip away." Lex smirked.

Helen smiled. "Lionel's people will catch him. I'm sure Lionel will be more than happy with that. And he'll also be grateful for the return of his poor insane son, of course. Your daddy will have a nice room in Belle Reve picked out just for you."

Lex shook his head. "You've slipped up Helen, or we wouldn't have been able to get this far in. Dad will never forgive you for it. Even if his people manage to get Clark back Dad will still hold it against you for letting Clark get away in the first place."

"Shut up, Lex!"

"Helen, let us go and we'll let you come with us. I promise that I'll see to it that Dad can never hurt you. You know how dangerous he is and that you can't trust him."

"And I can trust you? After trying to kill you? I don't think so, Lex. I'm safer with Lionel than with you. You're on the losing side anyway." Helen said, scowling. "There's no way you can beat Lionel."

"Helen, he's going to be furious with you for letting Clark escape. Think of what he's done to me, and I'm his own son. Let us go and I'll make sure that he'll never be able to track down your whereabouts again."

Helen shook her head, "Lex, there's something that you've never been able to see. You fight and fight against it, but you won't admit that it's true."

"And what would that be?"

"That your father always wins. Now get moving." she gestured the gun at them. Martha and Lex looked wearily at one another, then let themselves be shepherded out of the building and into a LuthorCorp van that was waiting for them. Martha closed her eyes tightly, praying that her son would somehow make it to safety. Lex closed his eyes also, although he wasn't praying. He was thinking as hard as he could of a way that they could get out of the mess that they were in.


Clark took slow, stumbling steps down the stairwell, wincing with pain at each step, but with Bradley and Phillips helping to support him they soon made it to the bottom of the steps and out the side door. They made their way to the dumpsters where the van was parked. The dumpsters were placed in front of a rickety wooden fence that surrounded a used car lot which was situated beside of Cadmus Labs. The van was parked directly in front of the dumpsters. When they reached the dumpsters Clark looked eagerly around for his mother and Lex.

Suddenly the sound of gunshots was heard. Jordan cursed and drew out his gun. "Looks like Lionel's boys know we're here." he muttered. Suddenly the sound of a shot rang out and Bradley yelped, a red splotch appearing on his once white shirt. He fell in a heap to the ground. Clark staggered, trying to get his bearings.

Jordan fired back, cursing violently. "We'll get those b-" he started to say when another gun shot was heard and he also collapsed, shot in the head. A group of men were bearing down on them from around the building, guns drawn and firing at them.

Phillips grabbed Clark and hauled him behind the van. He fired around the van at the men, then turned to Clark. "Listen, kid. You've got to get out of here. Go between these dumpsters and sneak off through the car lot while I distract them. I know your're hurt but you seem like a strong guy, and I'm sure you'll make it. It's dark enough that they won't see you. Hurry now!"

"But my mom...Lex..."

"Kid, they ain't out here and so I'm guessing that they've heard the shots and went a different way. Lex Luthor isn't stupid enough to walk your mom into the middle of a firing range. Now get out of here! You can make it if you go now!"

Clark silently cursed his lack of powers. He had never felt so helpless before in his life. "But what about you?"

The man sighed. "Will you get out of here? I've been in worse situations than this, kid. I'll make it out of here okay. But neither of us is going to make it if you don't get a move on. Get out of here now!" he fired around the van again.

Taking a deep breath, Clark managed to stagger to his feet, hunch down, and slip between the dumpsters and through the broken slats of the wooden fence which was behind the dumpsters. Still hunched down, he sneaked silently and painfully through the car lot, weaving in and out of the cars and listening to the gunshots which still came from the direction of Cadmus Labs. The pain became so intense that Clark had to stop a few times. It was extremely difficult for him to walk and he knew that there was no way that he could outrun the men if they spotted him. Soon he came to a chain length fence that luckily had an open gate. Slipping through the gate, Clark came out onto an empty back lot. He staggered through the lot, only being able to walk by sheer force of will and momentum. He trudged down an alley that backed the lot, coming out onto another empty lot. He trudged down this lot and soon came upon another dark alley. Clark was at a breaking point by this time. He collapsed in the alley, and managed to push himself against the crumbling brick wall of the building. He lay limp and defenseless, his breath coming in deep heavy pants. He crawled over to a large pile of garbage and debris and hid behind it. This was all that he managed to do to hide himself before he lost consciousness.