Atlantis had disappeared as soon as Clark stepped outside, leaving him with no way back. A small surge of fear flowed through him, though his resolve overpowered it. He couldn't help Chloe – or himself – by panicking. Instead he tried to find something, anything, that existed here, pushing his enhanced vision and hearing to levels he'd never had to use before.

There was nothing. On Earth there was really no such thing as true silence, especially for someone with super-hearing. There was always some kind of noise in the background. Here, apart from the sound he made himself, there was nothing.

No… there was something. Not something he could see or hear, just something he could feel. He believed if he were a normal person he would likely have been erased from existence just entering this place. This was not somewhere that welcomed the living. If not for his invulnerability he probably would have vanished. Even as it was he thought it was trying to eat away at him. Given enough time it could well have the power to succeed. If it didn't, he would probably go insane anyway. What kind of person could stand alone looking at nothing forever?

I love you Clark. Don't forget that, echoed Chloe's voice in his mind. But not just his mind, he realised: it seemed to run through the void as well. How could that be?

"I love you too, Chloe," said Clark, though there was no-one to hear. Refusing to give up, he began to run.

It was difficult to tell how fast he was going; usually he had some kind of scenery passing by him in a blur. He looked around in every direction, vision and hearing working overtime to try and find something. There had to be something.

And there it was, off in the distance. He could hear laughter. Veering off in that direction, he pushed himself to the limit. He had just barely enough time to wonder how this could possibly be of any help… and just how dangerous it could be.

"Have you come to play with us?"

A young was looking up at him, apparently unimpressed by his super-speed. Dressed as she was in a white dress, much of her blended in perfectly with the background. It made her look almost like a floating head and arms with nothing else. Behind her was a man who looked even more disinterested. He looked to Clark like he was depressed beyond belief. Suicidal, even.

"Actually, I'm looking for a way out of here," said Clark, feeling foolish. If this pair knew of one, they would surely have used it already. The girl looked at him as if she had lost all interest.

"Oh. You're another one from Smallville," she said, rolling her eyes. Clark felt a horrible pain run through his body. Hadn't he just been thinking he was invulnerable? That felt like a joke now.

"What do you mean?" he asked in a voice that felt small even in an empty world.

"Not one of them then? Hmm… we're getting a lot of people from there lately. They end up on the train. He keeps some of them, if he can put them to use. Some of them he lets play with me. But the rest… well, the train takes them to the end of the line," she said, and shuddered.

"Was one of them called Chloe Sullivan?" asked Clark, trembling slightly. The girl frowned, but the man spoke up.

"Chloe's still alive. I was with her before it all kicked off, and she hasn't turned up here," he said. "You have to hurry, though."

"Who are you?" asked Clark, puzzled.

"I don't have a name anymore, son. I was called Bill, back when it still mattered. Chloe came to me about The Memento. I wish I'd never talked to her. If he doesn't make you kill yourself, he kills you within but keeps you alive," he said.

The little girl stamped her foot impatiently.

"You're boring me," she said, looking at Clark closely. "What's your name?"

"Clark Kent."

"You… I've heard daddy talk about you. He gets so scary when he does. He drives people to despair. That's what his boss tells him to do. But you come along and take it away."

Clark was starting to feel a little disoriented. This place was hardly affecting him as quickly as kryptonite could but the effect would likely be just as deadly in the end.

"Daddy?" asked Clark, struggling to concentrate. He pictured Chloe in his mind, focusing on helping her. And why had a lot of people from Smallville turned up here? What was going on there? "Look, please, if you know how I can get out of this place…"

The look she gave him was pitying.

"There is no way out, silly."

Chloe recoiled as The Memento advanced, but he merely winked at her before turning his attention to Stephanie's corpse.

"Stephanie! I had rather expected you would be the vessel. Instead you're just laying there badly in need of a napkin. And a face! Shit! You took killing yourself a little TOO seriously, I think. Well, your little soul's mine now, of course. Too bad, really," he said with a smile.

He walked over to Bill, shaking his head as though regretful, then pulled the knife out from his heart with one smooth pull. Chloe felt very much like running, but found she couldn't. He was holding her in place somehow.

"You know Chloe, I haven't actually killed someone with my own hands in a very long time. Not since I killed myself all those long years ago, before I became The Memento. You should feel honoured."

Chloe could feel herself shaking – he had allowed her that much movement at least.

"Don't think I'm going to make it quick. No, I wouldn't want you to think that. I'm going to cut you to pieces," he whispered, holding the knife against her ear. "You see my dear, when you started looking into what I am, you committed suicide as surely as you would if you had hung yourself."

"Go… to… hell," said Chloe, struggling even to speak.

"I rather think I've already been, though if I met the devil, I don't remember it," he replied merrily. He was just raising the knife again when she heard a car pulling up outside. She felt no sense of relief at this. Whoever it was, it wasn't Clark, and they weren't going to be able to help. She was starting to think Clark wasn't coming at all. And that could mean only one thing.

The Memento had strolled over to the window, whistling a tune she didn't recognise.

"Lionel Luthor. I should have known. He really is resourceful. It seems he's managed to track you down. Of course, I won't spare him – the fool thinks he can actually defeat me, after all – but I'm glad he pulled it off. Still, great as he was, Lionel was always just the curtain waiting to be pulled back before the true darkness was revealed. Lex is sure to surpass his father," said The Memento.

As Lionel entered, Chloe could see him trying to hide his surprise at seeing her there. She could see a pistol in his hand. Did he actually think that was going to work on The Memento?

"Well, it seems you've been granted a reprieve, Chloe. I won't have to dirty my hands after all. Time to pay your debt, Lionel. Kill her, and your son is spared."

She could see Lionel's brain working, trying to come up with a solution to this dilemma. She knew he didn't really want to kill her, but she also knew he most certainly would if it bought him more time. Lionel rubbed his hand across his face, seemingly frustrated he hadn't thought of anything.

"I'm truly sorry about this, Miss Sullivan," he said, and pulled the trigger.