It turns out that Lana is a decendant of a witch as well, which explains why Piper's freezing power had no effect on her. She shared her experience of being possessed by the Countess, Margaret Isobel Thoreaux, and that she learned about witchcraft and the charmed line of witches while researching her own ancestry.

When the sisters asked about her super strength and speed, all she said was that it isn't magic related.

This puzzled the sisters but they didn't push her to elaborate on it, figuring she would tell them in her own time. Besides, they need to focus on using their combined knowledge to find Clark. Phoebe could sense the anxiety level rising within Lana. She could literally feel the palpitations in her chest, as if it were her own heart racing. Even though none of them are willing to say it out loud, they are all worried.

"So, how did you get here?" Piper asked, attempting to put all of the pieces together.

"That's a long story. But the condensed version is, I've been keeping tabs on an old... friend. Everyone thought he was dead, but I had reason to believe he wasn't. I got an anonymous tip, which ultimately lead me to believe he was involved with dark magic. I seduced the first demon I found and killed them once they brought me here. And I've been laying low, blending in, and gathering information since. I wasn't even sure I was on the right track until I saw Clark in that cage."

Lana paused for a moment to take a breath and Phoebe was rocked with a wave of pain. Heart ache.

"I tried to get to him, but he vanished into thin air." She continued, doing her best to keep her voice steady and her tears at bay even though she is on the verge of having a panic attack. "I've been searching for him since."

"It's ok honey, we will find him." Paige says, trying to comfort her. "Don't give up just yet."

"We need to do it now." She says urgently. "Were running out of time!" She exclaims, a single tear falling down her olive toned cheek.

That's when she heard it. She came to an abrupt halt. Chanting. So quiet, it almost didn't register. The noise was nothing more than a low hum until she tuned everything else out and used her super hearing to zero in on the sound. It's coming from behind them. Hope swelled within Lana, and Phoebe too, judging by the confused look on her face.

"We need to turn around!"

"What? How do you know?!" Paige questioned, surprised .

"I heard something. Trust me."

"I didn't hear anything." Piper protested but it was too late. Lana had already taken off, moving so fast she was nothing more than a blur.

"Damn it!" Piper cursed.

"Orb! Orb!", Phoebe instructed, grabbing onto Paige so that she could tag along for the ride. Piper did the same, knowing it was their only hope of keeping up.

Paige orbed them into choas. It took a minute to take in the whole scene.

Immediately. Phoebe was sent to her knees, completely taken over by her empath power. Physical pain ripped through her entire body, crippling her.

Piper ducked an energy ball and retaliated by blowing the arm off of the demon that threw it. She vanquished him with a second hit.

Paige used her power to deflect an energy ball away from Phoebe and back at the demon, and then watched in amazement as Lana grabbed onto the bars of the cage and the glowing green substance disappeared. She sucked it out somehow.

Clark was lying on his back, close enough she could reach in and touch him. She pushed his dark hair back off of his forehead. "I'm sorry, Clark. I love you", she whispered to him. She lingered for just a moment longer which would have been her fatal mistake.

"Manor!" Paige said, sending Lana out of the underworld in a swaddle of orbs. The fireball that was meant to take her life hit the cage instead, knocking one side of it completely off which created an opening for Clark.

Distracted, Paige didn't notice another energy ball flying in her direction. She dove out of the way but it still managed to graze her left arm. The demon tried to finish the job by throwing a few more at her while she lay on the ground, defenseless. Clark sped over to sheild her, putting himself directly in the line of fire. "No!" Paige yelled as she saw what was happening, but there was nothing she could do. It was too late.

Demons were shimmering in faster than Piper could blast them. It's no wonder they didn't run into any until now, she thought.

Phoebe, no longer in excruciating pain and getting back on her feet, quickly jumped into action. She vanquished multiple demons by tapping into their own power and using it against them. She may not have an offensive power to rely on, but her defensive powers have saved her on numerous occasions. Together, Phoebe and Piper easily eliminated the remaining threats.

"We have to get out of here!" Paige said as the last demon went up in flames and took a one-way trip to the wasteland.

Her sisters turned their attention towards Paige and the innocent and noticed their injuries for the first time. Piper and Phoebe hustled over and each placed a hand on Paige, who was holding pressure to the gaping wound in Clark's torso. Once they were all physically connected by touch, she orbed all four of them to the living room of their home in San Francisco.

"Leo!" Paige yelled.

"Leo! We need some healing down here!"

Light blue fragments of light drifted down through the ceiling and Leo appeared in their wake.

"What happened?" He asked, alarmed. He knelt beside the sofa where Clark was lying unconscious, rapidly approaching death's door. Leo held his hands above the wounds on Clark's chest and focused all of his energy on the desire to help. A brilliant, golden ray of warmth and light came out of Leo's hands and shone into the wound until the skin was perfectly intact without so much as a scratch. Even the fabric of the shirt he was wearing had returned to it's former glory.

His pale and pasty pallor has returned to normal and he is starting to come around. Leo healed Paige's shoulder while getting a quick rundown of their underworld adventures, and then went to fetch the Book of Shadows for the sisters. They didn't want to leave the innocent alone. Paige offered to orb it down from the attic but Piper wouldn't allow it, reminding her that using magic for simple tasks is personal gain and they can't afford any unexpected consequences at the moment. Paige knew her sister was right, as usual, so there was no point in pushing the subject.

"What about Lana?" Piper asked.

"I orbed her here" Paige answered.

"I don't sense anyone else in the house." Phoebe told them.

Clark awoke in a panic. His blue eyes shot wide open. Unfamiliar with his surroundings and still on edge from being attacked and held against his will, he jumped up immediately. He went from laying down flat on his back to a standing position in the blink of an eye. The movement startled the sisters.

"It's okay! You're safe here." Phoebe assured him.

His tense shoulders relaxed slightly once he was sure there was no immediate danger, but his overall composure and Phoebe's power told her that he still wasn't sure he could trust them.

"My name is Phoebe Halliwell, and these are my sisters, Piper and Paige."

"Yeah, thank you, by the way, for saving my life back there." Paige said, genuinely.

"You're welcome" he replied. "But I don't understand what's happening. Where am I and how did I get here?"

"Well, you're in San Francisco and I brought you here so our whitelighter could heal you." Paige told him. "Those energy balls you leaped in front of to save me almost killed you."

His brow furrowed in confusion. Whitelighter? Energy balls? Healing? He doesn't have the slightest clue what they're talking about. And he was pretty sure he had heard Lana' s voice. He wanted to ask about that but didn't because of the small chance that it was nothing more than an auditory hallucination. Looking around, he notices that she isn't here now and he never actually saw her. Perhaps, it was just his mind trying to comfort him as his life was slowly slipping away.

Immediately, he thought of Lois and felt guilty. Sure, he misses Lana, but he reminded himself that is all in the past.

In fact, the last thing he remembered was falling asleep with Lois in his arms. Ambushed in the middle of the night, he was awakened by intense excruciating pain and had been tapped in the kryptonite cage since. It's a good thing they found him when they did or he would likely be dead by now. The agony he had been in kept him from seeing any faces or hearing any helpful details- like names or what they wanted with him.

Clark hated not having all the answers. Who did this to him and why? How did they know the effect green kryptonite has on him? Where is Lois? Is she safe? She could be dead right now and he wasn't there to save her... Suddenly overwhelmed, Clark sat down on the couch and massaged his temples, trying to prevent an oncoming stress headache.

Phoebe could literally feel his agony and worry. It was making her sick to her stomach.

Leo returned with the Book of Shadows. As he reached the bottom of the steps, a folded sheet of paper fell out of the Book and slid across the floor. Piper picked it up, as it came to rest beside her.

"To Clark" it read on the side facing up.

She picked it up and handed it to Clark.

He immediately recognized the handwriting. Perhaps he hadn't been hallucinating afterall.

You can't stop him without their help. Trust them. Stay safe. I miss you. ~LL

Short and sweet but not helpful at all, he thought.

"How do you know Lana?"

"Actually, we just met" Paige said, as she carefully but quickly flipped through the pages of their ancient, sacred book.

"Turns out we were all looking for you" Phoebe told him, as she took a seat on the sofa beside him. She placed the shiny octagonal object on the coffee table in front of them.

She immediately offered an explanation knowing that he would want one, and hoping to strengthen his trust. "Long story short, my sister's and I are witches. Good witches. And we were instructed to use our magic to find and protect the owner of this. Lana said it belongs to you."

He nodded slowly. "It does. Where did you get it?" He asked somewhat suspiciously.

The sisters did their best to explain their involvement up to this point, which wasn't easy considering he has little to no magical knowledge. They further explained their role in the world- to protect innocent people and vanquish various types of Evil. Demons, warlocks, evil witches. They told him about the Elders, explaining that they're a council of whitelighters that guide the entire good side of the magical community. They are the highest on the totem pole on the side of good and they were the ones who gave the orders to find and protect him. They shared every last detail, including the fact that the Elders didn't believe they would be able to find him without their potion.

The sisters don't know where they got the potion or the octagon shaped... whatever it is, and they told Clark it wasn't their place to ask. They drank the potion and it took them to the underworld where they found Lana and then eventually him as well.

Processing all of the information being thrown at him, he remained quiet for a moment, staring at the key on the table.

The nagging bad feeling Piper had earlier has yet to dissipate and impatience was getting the best of her.

"Now it's your turn. What can you tell us about what's going on?" Piper questioned.

"Not much", he admits. "I was sleeping when I was attacked. I didn't see anything and don't have any idea who it could be..."

He rubbed his fingers over the symbols that on the key. He noticed them watching and can tell they want more of an answer. He doesn't blame them. They just shared their secrets with him, but nonetheless, he can't help being overly cautious. Magic is the only thing that can hurt him besides kryptonite. They could hurt or even kill him, and apparently they kill frequently. How can they consider themselves good if they take the life of another living being? His stomach is twisting in knots. Lana wants him to trust them, he reminds himself.

"But obviously they know plenty about me. There are only two things on this planet that can hurt me. Magic and kryptonite." He says.

Confusion spread across the sister's faces. He lets out a deep sigh, knowing that there's no other option but to give in and tell them everything.

"Clark, isn't my real name. It's Kal-El. I'm from another planet called Krypton. My parents sent me to earth as our planet exploded and caused a meteorshower to hit in Smallville, Kansas. I was raised on a farm by two incredible human beings, and I use my abilities to help people. Just like you do." He says. "The meteor rocks that fell from the sky contain fragments of elements from my planet, called kryptonite. There are multiple kinds of kryptonite and they all have different effects on me."

He paused for a moment, knowing that his background is just as foreign to them as theirs is to him. Plus, all of them are looking at him like he ought to be locked up in a mental institution. He was surprised by this because of their involvement with the supernatural. He began second guessing whether or not he made the right decision by telling them the truth.

"Wait, you're an... alien?" Paige asked, needing clarification.

"Yes." He replied, giving them a few minutes to process the new informstion.

"Those symbols... they're--"

"Kryptonian." He answered before Piper could finish asking. "This is a key from the ship that brought me to earth".

Paige slowly closed the Book of Shadows, knowing that their ancient book of magic would not provide any answers this time. In fact, if they survive the coming threat, they will have to update their family heirloom.

Piper looked to Leo for useful information, but he had nothing. He agreed to confront the Elders; find out why they went over his head and what they know about this planet Clark claims to have come from.

"Call if you need me", Leo said just before planting a gentle kiss on Piper's lips. Seconds later he was gone.

"Very cool", Clark said, admiring Leo's orbing power.

"Super speed and super strength are pretty cool too", Paige replied.

Clark's boyish grin widened, revealing his sparkling white teeth. In combination with his dark hair, ice blue eyes, and prominent jaw line, Paige realized for the first time that he is quite handsome. She felt her face flush with embarrassment, and hoped he didn't notice.

That is, until she realized that maybe super strength and speed aren't his only gifts. What if he could read minds?

Her heart began racing and her cheeks were definitely a shade or two darker than the blush she applied this morning.

"Are those your only gifts?" She asked.

"I have advanced hearing capabilities, x-ray and heat vision, and I can stop a bullet with my bare hands."

"So you're semi indestructible?" Piper asked.

"Sort of" He replied.

While waiting for Leo to return, they exchanged as much information as possible. Though he was still reluctant, he told them of his weaknesses. He explained all different types of kryptonite.

The green will bring him to his knees with unbearable pain, making him completely vulnerable and will eventually kill him. The red alters his personality. It removes his sense of morality and his inhibitions, turning him into the worst possible version of himself. He explains that his behavior is highly unpredictable under the influence of red kryptonite and that he could become very dangerous.

Blue will temporarily inhibit his powers, making him all but human, including being susceptible to injury.

Being exposed to gold kryptonite would remove his powers permanently but it is very rare.

Black kryptonite separates his good side from his bad; his yin from his yang, resulting in two completely seperate beings, and last but not least, silver kryptonite induces extreme paranoia.

By the time he finished, Piper wished she had been taking notes. She could already feel a migraine ebbing at the base of her skull. How the hell are we supposed to protect him? She wondered. He certainly doesn't seem to need it. He's damn near invincible. This worried her. Whoever is targeting Clark knows about the green kryptonite, and if they know about one they likely know about all of them. Fear dug it's claws deep into Piper, refusing to loosen it's grip. Her sisters could see it written on her face.

"This feels like it's way out of our leauge." Phoebe admits.

"What are we supposed to do if they know about the red kryptonite? Or the black?" Piper asked. It's not like we would stand a chance against an evil you."

"Actually, you would stand a chance", he said, trying to calm her down. "I'm not immune to your magic."

She thought about this for a moment. He said he could stop a bullet with his hands, but the demons did almost kill him with their fire power.

Without warning she tested the theory and froze him.

"Well how about that", Piper said, almost cheerily. She felt a small sense of relief knowing they had some means of protection for themselves.

She waved her hand in Clark's direction. He unfroze and appeared to be disoriented as he noticed that Paige, who had been sitting in the chair across from him was now standing. He had been looking directly at her.

"Sorry, I had to check." Piper apologized.

Clark still doesn't fully understand the magic thing or what the Charmed ones are truly capable of, but if they are meant to protect him they must be pretty powerful.

Lana said to trust them- that he wouldn't be able to stop him without them. Him. The fact that he hadn't noticed the specific wording before troubled him and he checked the note again to be sure.

"Did Lana have any idea who was behind this?" Clark asked the sisters.

"She said she had been keeping an eye on an old friend. One you might think is dead."

Clark was quiet. There is not a doubt in his mind that Lana believes Lex is behind this, but that isn't possible. Is it?

"Would magic be able to bring someone back to life?" He asked.

"Well that's complicated", Paige informed him. "But, technically, yes."

Lex could be behind this. The reality of what is happening is finally starting to fall into place for Clark.

Lex was a huge threat to him when he was only human. If he's involved in dark magic things could get ugly. Everything adds up: Lana was there. She was in the underworld because she had a lead on Lex. She has been obsessed with monitoring his every move since she started the Isis foundation. It finally dawns on him that she must have absorbed the kryptonite from the cage he was being held in in the underworld. The sister witches were sent to protect him because they may be the only ones who can. His own abilities will be useless. He won't be able to protect himself or anyone else, and that is only the tip of the iceberg.

Piper had been worried about the red and black kryptonite earlier. He had dismissed her worries which he now regrets. Lex knows too much about him.

Phoebe felt nauseated from the immensity of Clark's emotions as he worked everything out in his mind.

"If Lana is right, were in trouble" he said finally.

Just then Leo orbed in with a concerned expression on his face and a old looking box in his hands.

Clark immediately noticed the box, furrowing his brow at the sight of it.

"What's that? Another gift?" Phoebe asked, taking it from Leo to look more closely.

However, it was no longer the box she was seeing.

A large, circular stained glass window, multiple computer screens, a petite girl with short blonde hair, and the spirit of a demon standing beside her.

And then she was back to reality.

She glanced down at the box and then looked up to meet the questioning eyes of her eldest sister Piper, who knew she had just had a premonition.

Phoebe shook her head slightly to indicate that she would explain later. Clark seemed oblivious to the fact that she had had a vision, and she wanted to keep it that way. He is already overwhelmed. There's no need to pile onto his anxiety until they can talk privately and figure out a plan.

Clark claimed the box is his, given to him by an old friend. It is made of lead. He explained that he used the box to store a green meteor rock at his home in case one of his loved ones ever needed to use it against him. He told the sisters that using green kryptonite may be the only way to stop him if he is under the influence of red kryptonite.

"There's more than one rock in there", Leo announced.

"I looked on the way down." He admitted.

"Do not open that box with me near it", Clark ordered.

"How many are there and what color?" He demanded.

"Four. Green, red, blue, and gold. The elders said they might be useful", Leo said to the sisters.

"Useful how?" Piper asked. "He's the innocent and everything inside that box is a threat to him."

"I don't know", Leo replied.

"Maybe they just wanted to warn us incase Clark didn't feel like sharing all the details." Paige offered.

"Maybe", Phoebe said, bringing herself to a standing position and heading off towards the kitchen with the box. She wanted to look inside for herself. She hoped her sisters would follow and they did, leaving Leo and Clark in the living room.

"Bad news you guys", Phoebe said as they entered the room. "I saw barbas. In the premonition I had out there."

"Are you sure?" Piper asked.

"Positive. Maybe that's how whoever is after Clark got close to him."

"That's not what you saw?" Paige asked curiously.

"No. All I saw was barbas, in spirit form, whispering in the ear of a girl with short blonde hair and a big stained glass window in the background. And a bunch of computer screens."

"Well great. None of that is really helpful", Paige added.

Phoebe nodded in agreement, though she remained somewhat hopeful. She would bet money that Clark knows the blonde woman. There isn't a lot of time to waste when someone's life is on the line, but they need to form a plan before going back into the living room.

"So what do you propose we do?" Paige asked, as if reading Phoebe's mind.

"If barbas is involved we have to be careful." Piper warned. "And were going to have to ask Clark about the woman. If he doesn't know her, we could try to find barbas." She suggests.

Phoebe massaged her forehead with her fingertips, trying to rub out the built up tension left over from Clark's emotions. Thank God Chris had found that empath blocking potion for her sisters. She would have kept herself locked in the attic for the rest of time. She thought she had gotten a handle on her empath power, but being in the same room with Clark is literally making her ill. It's like being hit from behind by a wave in the ocean. You're underwater being knocked around, fighting to get back to the surface for air, but then bam! Hit by another wave and the cycle repeats.

Clark has been hitting her with waves of fear, anger, and regret since he regained consciousness.

"I'm just not sure how much more he can handle" Phoebe informed them without admitting how much of a toll it's taking on her. She wondered if the intensity has something to do with the fact that he's not human.

"As always, we don't have a choice", Piper acknowledged.

Phoebe had been toying with the clasp on the lead box, unsure whether or not it's really safe to open it with Clark anywhere inside the house.

Leo had opened it but he wasn't in the house.

After careful deliberation, the girls decided they don't have enough knowledge and it isnt worth the risk. They hid the box in the basement and agreed that none of them would open it until it was rendered necessary.

"I won't let you to this!", Leo yelled from the living room.

The sisters exchanged looks of surprise.

"Get away from them! NO!!" Leo wailed.

The sisters rushed into the room to find Leo on his knees, sobbing, but the room otherwise empty.

Piper got down on her knees to come face to face with her husband.

"Leo" she said, placing her hands on his shoulders.

"Leo, come on honey, it's me. Look at me."

But he didn't hear her. His mind is trapped in another place. A fictional reality based solely upon your greatest fear.

Though mostly unintelligible because of the sobs, he was saying something about Wyatt.

Piper continued trying to break through to him.

"Wyatt is safe at magic school. It's ok, it's not real. He's fine. Focus on my voice. It's not real. Wyatt is fine."

Only a couple of minutes had passed, but it felt like an eternity as they stood around useless, watching Leo suffer, unable to free him from Barbas' grasp. Without a potion on hand to vanquish Barbas, Leo has to overcome his fear to come out of the episode.

Leo's mortal life ended back in World War II, so technically, Barbas cannot actually scare him to death like he could with any of the rest of them.

It was clear when he had returned to his right state of mind. Piper wrapped her arms around him and he melted into her, accepting her comforting embrace.

They've had enough encounters with Barbas that Leo didn't need to ask what happened.

Paige searched the house to find that Clark is gone. Did a demon take him? Did he leave on his own? The ship key that had been resting on the table is gone as well. They have no more potion, nothing to scry with, and no ideas. On top of that, they now have two innocents to save instead of one and no clue how to find either.

They aren't even at square one anymore. Feeling defeated already, Leo reminds them that giving up is not in their blood.