A/N Sorry for the long update, here's the next part.

"Hey, look, it's some homeless kid!"

"What's he doing in our alley?"

"Hey kid, what're you doing on our turf?"

Clark awoke to the feel of a sharp kick in his gut. Groaning, he rolled over and blearily gazed at the shadowy figures bending over him. He squinted, trying to make them out. It was a group of kids around his own age, dressed in matching leather jackets and with nasty, sneering expressions on their faces. One of them kicked him again. Clark doubled up, gasping at the sharp pains shooting through his stomach. The kids laughed harshly.

"Looks like he's going to cry."

"Oooh, does he want his mommy?"

"Hey, why don't you get up and fight?"

Like wolves moving in for the kill the gang began to beat up on Clark in earnest, joking around and laughing as they did so. Clark was so weak and his body so broken and bruised by all that he had went through previously that he was unable to even defend himself. He could only lay curled up, with his hands covering his head. One of the gang members tore Clark's hands away from his head and delivered a sharp kick to his face. Clark gagged as the blood spurted from his injured nose. The gang member drew his fist back and punched Clark repeatedly in the face. Clark could feel his eyes and lips swell up, and a low groan escaped from his mouth. He tried to get to his feet but only fell back down, and this made the gang members laugh even harder. He had no strength to run but he did manage to crawl painfully over the broken glass that littered the alley, flinching as the glass ground its way into his hurt skin. The gang members grabbed him by the shoulders and pulled him down, throwing him onto his sore back. Clark dully wondered if he could die now that he had lost his powers. He wandered in and out of consciousness as the gang members continued to mercilessly beat up on him. He was so dulled by the pain now that he barely felt the kicks and punches that rained down upon him. As he lost consciousness he dully wondered if he would ever see Smallville again…

When Clark resumed consciousness it was to the feel of a cool cloth being held against his forehead. He found himself staring up into the large brown eyes of what looked to be a fifteen-year old girl. The girl smiled down at him, wiping his forehead gently with the cloth.

"Hey, you've woken up!" she said in a relieved voice. "I was really worried about you."

"Where am I?" Clark said groggily, trying to sit up. He winced as sharp pains seemed to explode within his head. The girl pushed him back down gently onto the mattress that he was lying on.

"Easy now! You're pretty beat up. My brother Blaine brought you here." Clark gingerly rose on his elbows a bit, gazing around. He was in what looked to be an old factory. A group of kids of various ages were standing around the mattress he was laying on, staring at him in open curiosity. They were all thin and unwashed and dressed in old, ragged clothing. Clark glanced down at his body and saw that all of his wounds had been spread with a cool, healing ointment and wrapped in thick bandages. Clark was still sore all over and he had a terrible headache but the pain had muted considerably.

"Blaine's always bringing home strays." the girl said, smiling. "Oh, my name's Lizzie, by the way."

"Lizzie's good with medicine and helping us when we get hurt or sick." one of the other kids explained. "She steals a lot of the stuff from the hospital down the street." He explained happily. Lizzie glared over at him, then turned back to Clark.

"You've been out cold for hours." Lizzie explained. "We were thinking of taking you to the hospital but we didn't know if that would be a good idea or not..." her voice trailed off uncertainly.

"If you're in trouble with the authorities or a runaway like most of us are then we guessed that you wouldn't want to go to the hospital." the boy explained.

"You're right. I'd rather not go to the hospital." Clark said weakly. He looked around again at all of the kids gathered around his mattress. "Do all of you live here together?" he asked.

"Yup. We don't have any families or homes so we look after ourselves." Lizzie said proudly. "We do a pretty good job too. This factory is only used every so often so we've made it into our home. Are you a runaway or something?"

"It's...hard to explain." Clark said

"Don't worry, we won't pry into your business. That's one of our rules, not to get into each other's business. You've been beat up bad. Let me guess, it was Max and his gang, wasn't it? They're always picking on us."

"I don't know who it was…" Clark gasped out in pain, and the girl put the cloth back on his forehead. "Hey, you can stay here with us if you want. At least, until you get back on your feet again."

"You can stay longer if you help to pull your own weight." a tall, dark haired boy said as he entered the room. "Hey, I'm Blaine, Lizzie's brother."

"My name's um, Jared." Clark said, not wanting to give his real name.

"Cool. So like Lizzie said, you can stay with us for a bit until you get better. And if you want you can stay with us longer, we always need more hands around to do things."

"Thanks," Clark smiled weakly up at the older boy. He suddenly felt dizzy, and he lay back onto the mattress again. Soon he was fast asleep.

Two Weeks Later

After two weeks Clark felt almost as good as new again, although he was still without his powers. The homeless kids who lived in the factory were nice enough to him, especially Lizzie and her brother Blaine. Lizzie seemed to have taken Clark under her wing and she spent all of her time with him, giving him food and medicine and bandaging him up. Clark had the distinct uncomfortable impression that she had a slight crush on him, which made him feel a bit guilty. Although Clark liked Lizzie well enough and was grateful for all that she had done for him, he didn't have the same moonstruck feelings towards her as he felt towards Lana Lang, or the same strange mixed-up confusion of feelings that he felt towards Chloe. Clark winced a bit; thinking about Lana and Chloe made his head hurt and his heart thump dangerously.

Clark was in a disused area of the factory that had once been the manager's office. He was sitting in an old rickety chair near the window, basking in the late afternoon sunlight. He was wearing a soft black t-shirt, a pair of faded blue jeans, and some sneakers that Lizzie had managed to find for him. The other kids had gone to scrounge around for food and had left Clark in charge of the factory while they were gone. Clark was healed physically, but mentally he felt like a wreck. His time in the lab still haunted him and he was worried sick about his mother and Lex. He had no idea if they had managed to get away or if they had been captured by Lionel's thugs. Or if something worse had happened to them…Clark shook his head, his mind refusing to even consider the last possibility. Clark was worried about his father also. He knew that Jonathan was probably going through hell worrying about his wife and his son. Clark had wondered if he should try calling his home or Lex's mansion but he had no idea who might be listening in. He wouldn't put it past Lionel to bug either his parent's or Lex's phone. Now that Clark was healed though he knew that soon he would make the trip back to Smallville. He was eagerly looking forward to this. Not only was he worried to death over his parents; he was also worried about Chloe. Lionel had strongly hinted that Chloe was in danger and Clark couldn't bear to think of what his life would be like without her. Clark knew also that soon he would have to confront Lionel, but this time he would be better prepared. Still feeling a bit woozy, Clark lounged sleepily on the chair, and was just about to doze off when he heard the sound of footsteps.

When the door opened he thought that it was the kids returning. He rose from his chair, turning to greet them, when suddenly he froze. Standing in the doorway with a smug, satisfied look upon his face was Morgan Edge, and standing behind him was a group of his goons.

"Hey Kal." Edge smirked as he entered the room. "Did you really think you could hide from us for too long?" he walked casually over to Clark, tossing a piece of kryptonite into the air and catching it, a snide smile upon his face. Clark realized that Edge had no idea that he had lost his powers, and that the kryptonite would have no effect on him. Clark decided to use this to his advantage. He pretended to wince away from the kryptonite, and Edge laughed, holding it closer. "I'm tired of being Lionel's lapdog." Edge growled as he thrust the kryptonite into Clark's face. Clark gasped out, pretending to be in pain. "If Lionel thinks I'm just going to hand you over to him he's got another thing coming. I've had to put up with too much from him, getting drugged by that crazy son of his and then Lionel blaming me for your escape. I'm sick to death of all of the Luthors." Edge's fist shot out and he slammed it against Clark's head. Clark fell back in real pain this time, and Edge laughed. He knelt down beside of Clark. Clark held a hand to his throbbing forehead, feeling a trickle of blood run down his face.

Edge held the kryptonite closer to Clark's face. "If you thought it was hell being under Luthor's thumb, just wait until I get through with you." He growled angrily, "I'm going to repay you for all that you've done to me, and then your going to make my fortune, Kal" He punched Clark in the face again, and chuckled when Clark cried out in pain. He held the kryptonite under Clark's nose. "Not feeling too good, are we, Kal?" Edge smirked. It was at that second that Clark lunged and grabbed the piece of kryptonite, shoving Edge out of his way and scattering Edge's goons as he ran out the door.

"What the hell? After him, you idiots!" Edge screamed at the top of his lungs.

Clark suddenly knew exactly what he was going to do. Grasping the piece of kryptonite against his chest, he began to run down the dark lengths of the factory, Edge and his goons stumbling along behind him. "Kal, you can't outrun me!" Edge gasped out. Clark ignored him. Even with his loss of powers he knew that he was faster than the middle aged gangster and his bumbling minions. Clark ran down a ramp and soon came to the basement area. He glanced around, trying to find the area that he was seeking. He suddenly spotted a door marked: DANGER: HIGH VOLTAGE AREA. Without pause Clark shot through the door.

He was now in a long, dark hallway. There was a gang of breaker boxes against the walls of the hallway and Clark rushed over to one of them. Clutching the kryptonite to his chest, he ripped the breaker box off the wall without switching off the main switch and then stuck the hand holding the kryptonite into the electrical wires inside. Clark was instantly zapped, intense pain shooting through him as the electricity coursed throughout his body. He was thrown about ten feet, landing heavily against the wall. Clark lay still for a few seconds, marveling at the rush of power and strength that now came over his body. Then he rose to his feet, a look of fearless determination on his face. He walked over and stood to face Morgan Edge and his minions who had stumbled into the hallway. They stopped short, bewildered by the fact that Clark was not running from them. Clark crossed his arms over his chest, staring them down.

"Edge, give it up!" Clark said in a hard, strong voice.

Edge glanced at him warily, realizing without quite knowing why that there was something different about Clark. "Quick, give me some more of the meteor rock!" he hissed to his goons.

"Boss, that was the last of the green stuff!" one of them hissed back.

"Well, give me the other type, it should work just as well." Edge growled, snatching a handkerchief wrapped parcel from him. "Kal, you'd better watch out, we've got meteor rock here." Edge tried to sound threatening but his voice wavered a bit as he stared at the stern expression on the young man before him. "Wait, Kal, if you want to know what Lionel's done with your mother then you'll leave me alone!"

Clark's face blanched, then grew black with anger. "What have you done with my mother?" he advanced threateningly upon the men. The goons backed away quickly, but Edge stood his ground, secure in the knowledge of the meteor rock he held clenched behind his back.

Edge walked over to Clark, quaking inwardly at the look on Clark's face. "You'll never see your mother again, Kal." He said in a gleeful, hateful voice. "Luthor's boys captured her and his son. Your mother's dead meat, Kal. Lionel's probably had her shot or drowned by now. She's swimming with the fishes right now and-" Morgan was interrupted suddenly when Clark grabbed him by the shirt and tossed him through the air. He landed in a pile of boxes at the far end of the hallway. He lay breathing heavily and winced when Clark approached.

"You're lying." Clark said in a hard voice, a voice that very few people had ever heard Clark Kent use. "My mother's not dead. Now, where is she?"

Clark reached down to pick Morgan up again but as he was bent over Morgan's hand shot out and he thrust something small and red into the pocket of Clark's shirt. Clark straightened up quickly, a strange look coming over his face. Edge looked up at him eagerly, waiting for Clark to fall down and start squirming like he usually did under the influence of the green kryptonite. Edge was disappointed in this, however. Clark didn't fall down, in fact, Clark didn't appear to be in any pain at all. Clark stared at Edge silently for a few minutes, an enigmatic smile upon his face. Then he started to laugh.

The goons approached Clark warily, guns raised. Smiling wickedly, Clark easily tossed all of them away, then advanced on Edge. "Morgan," he said in a lazy, dangerous tone. "I'm getting a bit tired of these games you and Lionel keep playing."

"I don't get it…" Edge whined, trying to crawl away from the towering figure above him. "Why didn't the meteor rock work? It's always worked before."

Clark smirked. "Let's just say the red meteor rock has a totally different effect on me." Reaching down, he grabbed the protesting Edge and slung him over his shoulder. "Now, I think I'd like to pay a visit on my good friend Lionel Luthor. I'd like to repay you both for the hospitable treatment that you've given me."