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Airdate: October 23, 2001
Written by: Alfred Gough & Miles Millar
Directed by: Michael Watkins and Philip Sgriccia
Transcript by: Debby A



Night. Outside Lana's house is a pimply-faced geeky boy with glasses, baggy clothes, and greasy hair sitting in a tree watching the house. Inside, Lana is still in her Homecoming Dance dress, putting her Queen's crown and corsage in a drawer after the dance. The drawer contains numerous other crowns and awards. She realizes there is a small box on her bed with a bow around it. Curious, she sits and opens the box. Brightly-colored butterflies flutter out of it all around her. She smiles at them. However, we now see that she is being watched by the boy in the tree through the window with a video camera. He is enthralled.

Later, the boy (Greg Arkin) leaves in an old, smoking, green Volkswagen Beetle. He goes to his house, where he finds his mother (Mrs. Arkin) watching a home-made video of Lana and Whitney on a picnic, laughing. The video was clearly filmed through the bushes.

Mom: Is this what you do with your time now, Greg?

Greg: Where did you get those?

Mom: Where do you think? In that hole you call a room.

Greg: You had no right going in there.

Mom (angry): Oh, you've got a lot of nerve, talking to me about privacy. I am in the Garden Club with her aunt. How am I gonna face Nell, knowing that my own son is creeping around videotaping her niece?

Greg fails to answer.

Mom: Is that where you were tonight?

Greg: No. I was out collecting.

Mom: Two disgusting habits.

Greg: Insects aren't disgusting, Mom.

Mom (worried): Look what has become of you, Greg. (gestures with several camcorder tapes) This isn't you.

Greg: People change.

Mom: Really? Monday morning, I am phoning Claremont Military Academy.

Greg (disbelieving): Yeah, right, Mom.

Mom (leaving the room): No, Greg, I've had it with your behavior. This time, I'm making the call.

Greg (yelling after she disappears): Hey! Who's gonna take care of my bugs?!


Interior, Greg's room. Aquarium tanks full of many different kinds of insects fill the room. Greg turns on the light and the bugs become active. The tanks are full of glowing, green rocks. Greg taps on the glass, pleased. One tank is full of the colorful butterflies Lana received in her room. As Greg sits, he takes out a jar full of green-colored fireflies from his backpack. He is transfixed by them.

Greg: Don't worry, guys. I'm gonna take you somewhere safe.


Lonely, rural Highway 19 at night. Greg's old VW is driving down the road, loud music blaring. He is driving erratically, and the inside is stacked with bugs in jars and aquariums. He smiles at the bugs. But, just as he passes a sign marked, 'Entering Smallville', he slides onto the shoulder of the road and several glass tanks crash to the floorboard of his car. Released, the insects, especially the green fireflies, all begin flying and crawling around the car's interior. Trying to control the car, he is distracted as the insects begin to swarm around him. He brushes at them, becoming increasingly frantic as more and more insects swarm.

Greg: No... no, don't do that... No!

He becomes panicked, swatting and hitting at the bugs, which are all around him now. He screams, terrified, just as his car slams into a pole. Trapped, the green-glowing bugs fill the car as Greg's cries of 'no' turn into screams.


Greg's room. An insect is climbing on his ruined, broken glasses. There is a knock on the door.

Mom (from outside): Greg? Greg, where have you been? (knocks again) Greg! Are you in there?

She opens the door slowly. The room is dark, and it has been emptied of every tank and glass jar. Crickets are heard in the silence. Greg is nowhere to be seen. Confused and worried, she leaves again, closing the door behind her. The camera tilts upward to reveal Greg, hanging on the ceiling, his face and body full of bites, hair slicked back, covered in a fine slime




Night over the countryside. The camera is flying over cornfields, barns, and houses. Wind rushes past it. It glides across a large field and straight toward Lana's house. Floating through her window, it hovers over her sleeping in her bed. Clark's face is now seen, smiling down at Lana. He is floating effortlessly two feet over her bed, watching her. Her eyes open.

Lana: It's all your fault, Clark.

Clark is surprised, upset. Lana's eyes close.

Martha's voice: Clark!

Clark jerks awake, falling two feet onto his own bed. As he lands, the bed frame gives, and it crashes to the floor.

Martha (from another room): Clark! We're leaving for the Farmers' Market in fifteen minutes, and you haven't done your chores yet!

Clarks stares at the ruined bed, confused and afraid.


Farmers' Market. Tents and booths are set up in a field, and people mill about. At one booth, Clark picks up a sign reading, 'Kent Organic Produce' and dusts it off. Chloe is behind the counter of food, helping Martha set it up. Pete is helping Clark mount the sign on a pole. As he walks away, Clark drives a nail through the sign and into the pole with his thumb. Lana and Whitney stop nearby.

Chloe: All hail the Homecoming King and Queen.

Lana sees them, particularly Clark. She approaches, followed by Whitney.

Lana: Clark! I didn't see you at the dance last night.

Clark: Oh, I was-- (sees Whitney, looks directly at him. Whitney looks uncomfortable) I was a little tied up.

Lana looks strangely at Whitney, possibly sensing the interplay between them

Jonathan (to Whitney): Hey! Congratulations. (shakes Whitney's hand) That was a heck of a game. I haven't seen an offense that good since I played.

Whitney (smiling proudly): Thank you, Mr. Kent.

Clark: I'm gonna get the rest of the boxes out of the truck.

Clark leaves. Whitney looks after him, then makes a decision.

Whitney: I'll help.

As he jogs off after Clark, Jonathan hands Lana a piece of fruit. She smiles broadly in thanks.

Cut to Clark walking across the Farmers' Market, grim. Whitney catches up.

Whitney (making light): You realize last night was just a joke, right?

Clark ignores him, keeps walking.

Whitney: Hey. (puts a hand on Clark's shoulder to stop him) I need that necklace back.

Clark: I don't have it.

Whitney: Look, it's Lana's favorite, so...

Clark: Then you'd better go out to that cornfield and find it.

Clark walks away, leaving Whitney unhappily watching him go.


Colorful glass butterflies hang in a Farmers' Market display. Lana is touching them, making them twirl and tinkle. Greg comes up to stand behind her.

Greg: Beautiful, isn't it?

Startled, Lana turns. Greg is no longer geeky-looking, not wearing glasses, or pimply-faced. He is in all black, with neat blonde hair and a cocky smile. He stands very close to Lana.

Lana: Greg. Hey, I didn't recognize you without your glasses.

Greg (looking at the glass butterflies): Did you know the average butterfly only lives for eight hours?

Lana (taking a step away): Live fast, die young. (smiles ) They're the rock stars of the insect world.

Greg: Hey, Lana, I was wondering if you could help me with my Lit paper.

Lana: Nathaniel West assignment giving you brain-freeze?

Greg: Yeah, it's kicking my ass.

Lana: Sure, okay.

Greg: Great. How about my house, after school?

Lana (discomfited by Greg): Library might be easier.

Greg (smiling confidently): It's a date.

Whitney approaches from behind Greg.

Whitney: Lana, your aunt's looking for you.

Lana ducks under the butterflies and walks away. Whitney puts one hand on Greg's shoulder tightly.

Whitney: Hey, Bug Boy, do me a favor and quit tailing my girlfriend.

Whitney starts to walk away.

Greg: You afraid of a little competition, Whitney?

Whitney (turning around, smiling cockily): We're not in competition, Greg. (walks up close behind Greg menacingly) But if I find out you've been leaving butterflies in my girlfriend's bedroom, you'll know about it.

Whitney turns and walks away. Greg plays idly with the glass butterflies.

Greg: Yeah, well, just remember... sometimes you're the windshield, and sometimes you're the bug.


Lana kisses Whitney goodbye near Whitney's truck before he gets into the truck to leave. Clark is watching them wistfully from across the field. Lex stops to stand next to Clark, sees him watching Lana.

Lex: Can't knock your taste in women. (takes an apple from the basket Clark is holding) You want to tell me what happened last night?

Clark: It was just a stupid prank.

Clark puts the basket in the Kent's truck bed.

Lex: You were tied to a stake in the middle of a field. Even the Romans saved that for special occasions. (sees Clark is unconvinced) You could have died out there.

Clark: I appreciate your help. (awkwardly) I just want to forget it ever happened.

Jonathan walks up, putting a box in the pickup bed, too.

Jonathan: Hey, Clark. What is the holdup, son?

Lex: Mr. Kent. It's good to see you.

Lex holds out a hand. Jonathan hesitates, then reluctantly shakes hands.

Jonathan: Lex. (to Clark) C'mon, we gotta finish up.

Clark: Okay.

Jonathan leaves.

Lex (to Clark): At least I got a handshake this time.

Clark shrugs and leaves, too. Lex is amused, smiles, and spots Lana walking across the field. He takes a bite out of the apple, watching Lana a second more before turning away.


Whitney's truck driving down a two-lane road. Music is playing, and he fiddles with the radio. Meanwhile, Greg climbs up a tree like Spider-man, stopping to crouch comfortably on a branch. He watches the road. Whitney's truck is approaching his perch. He jumps onto the roof. Inside, there is a loud thud on Whitney's roof, and the roof dents inward from the load on top. Whitney is confused, but as he looks up, Greg begins pounding on the cab. The driver's side window breaks and Whitney loses control. The truck flips over and skids across the road sideways. Whitney is unconscious, and Greg watches from the middle of the road, satisfied, breathing heavily. But behind him, a truck approaches. It's the Kents' truck, with Jonathan, Martha, and Clark inside.

Martha (looking ahead): Oh my god! Jonathan!

The truck skids to a stop and Clark jumps out before it stops. Smoke from Whitney's crash surrounds them. Jonathan grabs a fire extinguisher. Already at the totaled truck, Clark rips off the windshield and pulls the unconscious Whitney from the cab. As he drags him across the road, fuel from the leaking gas tank is ignited and the truck explodes. Jonathan grabs Martha as they both scream and dive for cover behind their truck. Clark shields Whitney with himself as flames and flying debris engulf them both. When it dies down, his parents come out from behind the truck.

Jonathan: Clark!

Martha: Clark!

They run toward the explosion, terrified, holding onto each other.

Jonathan: Clark!

Martha: Clark!

Then, they see him. He is huddled in the middle of the fire, smoke and debris. Jonathan runs over and grabs his smoldering jacket, but his hand is singed by the intense heat. Clark looks up, uncovering the still-unconscious Whitney from beneath him. Clark is unhurt and clearly upset by what just happened. Whitney begins to cough. Clark looks up at them again, afraid, and they look back at him in wonder.


The Kent farm. On the front porch, Clark is examining his uninjured arm contemplatively. Jonathan comes out onto the porch and Clark turns to face him.

Jonathan: Whitney's gonna be all right. He's got a couple of cuts and bruises, but nothing serious.

Clark: Does he remember anything?

Jonathan: No. Just that something smashed his truck and he woke up in the ambulance.

Clark nods, then looks across the yard where Martha is working near the barn.

Clark: You need to talk to Mom. I think I really freaked her out this time.

Jonathan: You also made her really proud, Clark.

Clark (hesitating): Dad, something else happened to me this morning.

Jonathan looks wary, but says nothing. Clark presses on.

Clark: When I woke up, I was... kind of floating.

Jonathan: Floating...

Clark: As soon as I woke up, I crashed. I mean, Dad, what's happening to me?

Jonathan (shaking his head): I honestly don't know. (looking out at the farm) As soon as you start breaking the law of gravity, we're definitely in uncharted territory.

Clark: I just wish it would stop. (sits on porch railing)

Jonathan: Look, Clark, I'm your father. And I'm supposed to have all the answers. It kills me that I don't, but (puts hand on Clark's shoulder) you gotta have faith... that we'll figure this thing out together.

Clark (intensely): I do, but this is happening to me and I'm scared.

He walks away, leaving Jonathan watching after him, unsure.


Luthor mansion, daytime. In his office, Lex is examining Lana's green gem necklace he picked up last night in the cornfield. After contemplating it, he puts it inside an ornate, thick metal box.


Field, daytime. Lana is riding her horse across the field. She walks it back into the barn and dismounts. Lex is standing inside.

Lex: Your form's good, but his gait's off. You might want to check his shoes.

Surprised, Lana stares at Lex. Warily, she leads the horse inside.

Lex (smiling nicely): Lex Luthor. I'm a friend of your aunt's.

Lana (meaningfully): Sneaking up like that, you're lucky you didn't get kicked.

Lex: You must be Lana. It's a pleasure to finally meet you.

Lana (starting to put horse away): We've already met.

Lex: I seriously doubt I'd forget meeting you.

Lana (taking saddle off): You were a little preoccupied at the time.

Lex: I get the feeling I didn't make a great first impression.

Lana: When I was ten, I went to Metropolis for a riding competition. Your father invited us to stay over. My aunt said you had an indoor pool. When I went to check it out, I found you and a girl skinny-dipping.

Lex looks embarrassed.

Lana: I think you were teaching her the breast stroke?

Lex: That was you?

Lana just smiles.

Lex: Wow. You're all grown up now.

Lex smiles back, then walks over to a trophy case. It's full of ribbons and framed pictures.

Lex: Very impressive.

Lana: It's tacky. (joins Lex by the case) But it makes my aunt happy.

Lex points at one photo of Lana in riding gear, wearing her green necklace.

Lex: That's an unusual necklace.

Lana: Thanks. It's very special to me.

Lex: How come you're not wearing it?

Lana: I lent it to my boyfriend.

Lex: Lucky guy. What's his name?

Lana: Whitney Fordman.

Lex: The kid that Kent saved today?

Lana: I just came back from seeing him. He's lucky Clark was there.

Lex (to himself): I know the feeling.

Lana walks back to put the horse in a stall. Lex turns around to face her.

Lex: Kinda makes you wonder if you're with the right guy. One chucks footballs; the other helps save lives.

Lana: For someone who just moved into town, you've got a lot of opinions.

Lex: You just seem more interesting than that. (leans on stall door) While you're nursing your boyfriend back to health, ask him what he was doing before the big game.

Lana (exiting stall): He was with me.

Lex: Are you sure?

Lana doesn't answer. She looks pained.

Lex: Tell your aunt I stopped by.

Lex touches the horse's head fondly and leaves the barn.


Arkin home. Greg's mom comes in the front door carrying groceries. She immediately reacts to something very wrong. Going over to the thermostat, she sees it is set at 103 degrees F.

Mom: Greg! What's going on here!

As she goes upstairs, there is good and marks all over the walls.

Mom: Greg!

She rushes angrily into Greg's room.

Mom: I have had it--

She stops. Greg's room is covered in what appear to be webs and cocoons, stringing from floor to ceiling and wall to wall. She is horrified. As she stares, Greg appears behind her.

Mom: What the hell has gotten into you?

Greg (coolly): About two million years of intelligence and instinct.

Mom: Stop this. Stop this right now.

Greg: I can't. You see, it's too late. Nature's already taken its course.

She backs away from him, but Greg advances threateningly.

Greg: First, I'll eat. Then, I'll molt. Then... I'll mate.

Mom: You need help...

She tries to leave, but Greg stops her. She is clearly becoming terrified.

Greg (turning away from her): Hey, Mom? Did I ever tell you about the Pharaoh Spider? It's a fascinating creature. See, after it hatches... (turns back) it kills its mother.

Opening his mouth, a thick cocoon of webs vomits from it, engulfing her.



Lex's mansion. Inside, Clark is looking at a large model on a table complete with a castle, huge wooden horse, and soldiers. Lex enters.

Lex: Save any lives on your way over?

Clark just smiles.

Lex: You keep it up, and you can make a career out of it.

Clark: I was just dropping off your produce.

They both chuckle.

Clark: Sorry my parents gave you a hard time.

Lex: Ah, if push came to shove, I would have arm-wrestled 'em for it.

Clark looks at the model again.

Clark (indicating model): Planning an invasion?

Lex: My father gave this to me when I was nine.

Clark: Cool gift.

Lex: It wasn't a gift. (smiles) It was a strategy tool. My father equates business with war. Take the battle of Troy. (gestures at model table) It started because two men were in love with the same woman. (picks up soldier piece and looks at it) Kinda like you and the quarterback. That's why he strung you up in that field, isn't it?

Clark: If we're at war, Whitney's pretty much won.

Lex: You've lost one battle, Clark, that's all. Besides, I don't think Lana's as infatuated as you think.

Clark: The guy's captain of the football team. The whole town treats him like a god. Game over.

Lex: If you hadn't pulled him out of that truck, (turns away from Clark) your problems would be solved.

Clark just looks at him uncomfortably.

Lex (turning around again): I'm kidding, of course.

Clark smiles reluctantly.

Lex: Don't worry, Clark, I've got your Trojan horse.

Lex walks over to mantle and retrieves a small heavy metal box. Smiling, he shows it to Clark, opening the lid. Lana's green necklace inside begins to glow. Clark begins feeling sick immediately.

Lex (noticing): Clark? You okay?

Clark (difficultly): Yeah... I'm fine.

Lex looks at Clark oddly, then finally closes the lid.

Clark (still slightly unsteady): Uh, that's a... cool box. What's it made of?

Lex: Lead. My mother bought it in a kasbah in Morocco. A little guy told her it was made from the armor of St. George. (gives Clark a meaningful look) The patron saint of Boy Scouts. She gave it to me before she died. I think she was trying to send me a message.

He holds the box out to Clark, who backs away.

Clark: I can't take that.

Clark walks to the other side of the table.

Lex: What is it about Kents and gifts? It's yours. (offers box again) Hand it to Lana, tell her what happened. Trust me, once she opens it, you'll win her heart. (stands close to Clark) That necklace gives you the power, Clark. All you've got to do is use it.

Clark takes the box.


Smallville High School. Whitney, bandage on his forehead, is opening his locker as a bell rings. Lana walks over to stand in front of him.

Lana: Where were you before the game on Saturday?

Whitney: Can we talk about the later?

Lana closes his locker door.

Lana: It's a simple question, Whitney.

Whitney: I was warming up.

Lana: So you didn't grab Clark and hang him up in a field?

Whitney hesitates.

Whitney: Lana, it was just a prank.

Lana shakes her head slowly, eyes closed.

Lana: Can I please have my necklace back?

Whitney: Were you planning on telling me? Or was that a prank, too?

Whitney doesn't answer. Angry, Lana walks away.


Walking angrily through the school hall, Lana is stopped by Greg near the stairs.

Greg: Lana. Hey. I thought you'd forgotten. I've been waiting for like an hour.

Lana stares uncomprehendingly.

Greg: You remember? The English paper?

She remembers now. Smiles slightly reassuringly.

Lana: Sorry, Greg, something really important came up. Can we do it some other time?

Greg is disappointed. Lana turns to leave, but Greg grabs her by the arm.

Greg: Hey. Are you blowing me off for your boyfriend?

Lana: I'm not blowing you off. I need to see Clark.

Greg: Kent? So you'd rather spend time with him? Is he more important than me?

Lana: Greg, I can't talk about this right now. I have to go.

As she leaves down the stairs, Greg watches her silently.


Kent farm. Clark is leaning on a fence away from the house. He holds the lead box containing Lana's necklace. With determination and wariness, he opens the lid. As he does so, his hand starts to change, becoming rough and covered with green marks, and he is clearly in pain. He closes the lid. His hand returns to normal, pink and healthy, almost immediately. He clearly feels better. He looks around, then walks back toward home.


Clark's hayloft. He is carrying the lead box. As he enters, he sees Lana looking through his telescope. He looks at her, then at the box, then hides it under a blanket and goes up the stairs.

Lana: Your mom said I could wait up here. Hope you don't mind. This is an amazing place.

Clark: My dad built it. He calls it my fortress of solitude.

Lana (indicating telescope): I didn't know you were into astronomy.

Clark: Th--that's a hobby.

Lana: Did you know you could see my house from here?

Clark: No. Really?

Clark surreptitiously moves the telescope focus.

Clark: You know, we've lived a mile apart our whole lives, and you've never come over.

Lana: And you're wondering what I'm doing here now.

Clark: Not that I don't enjoy the company... but, yes I was.

Lana (turning away): I found out what Whitney did to you. The whole Scarecrow thing. (turning back to Clark) And I came to apologize.

Clark: It's not your fault. Just forget about it.

Lana: I can't. He had no right to do that to you, and you turn around and save his life.

Clark: I appreciate you coming over here, but you're not the one who should be apologizing.

Lana: I didn't come here to defend him. I came here to see you.

Clark looks surprised.

Clark: Who told you?

Lana: Lex Luthor.

Clark smiles, now understanding.

Lana: He dropped some bread crumbs and I followed the trail. I'm glad he did, Clark. He was just being a good friend. You're lucky. It's rare.

Clark: Oh, Lex is definitely one of a kind.

Lana smiles with him.

Clark: What are you gonna do?

Lana: I'm not sure. (turns to look outside) I thought I knew Whitney. Now I wonder what else I've been blind to in my life. He even lost my favorite necklace.

Clark looks back at the hidden box.

Clark: Can't you get it replaced?

Lana (shaking head): It sounds kind of weird, but it's made from a fragment of the meteor that killed my parents.

Clark is uncomfortable.

Lana: Nell had it made. She gave it to me the day she officially adopted me. She told me that life is about change. Sometimes it's painful, sometimes it's beautiful, but mostly it's both.

Indecisive and confused, Clark doesn't say anything in response.

Lana (walking away): I better go. (stops and turns back) I'm glad you're okay, Clark.

She leaves the loft, passing the hidden box, which leaves Clark feeling badly.


Arkin home. Greg is in the shower. Taking a loofah, he begins to scrape across this skin. Pieces of skin fall off into the tub and down the drain. Greg is happy.


Night, full moon. In the Kent barn, Jonathan is working on a piece of tilling equipment with large round blades. Clark looks down from his loft.

Clark: Need a hand, Dad?

Jonathan: Best idea I've heard all night.

As Clark starts down, he hears wood creak nearby. He stops, trying to locate the sound. Suddenly, Greg drops from the rafters onto him, knocking him to the ground. Greg leaps back to the ceiling immediately and disappears.

Jonathan: Clark?

Jonathan leaves his equipment and jogs up the stairs.

Jonathan: Hey, Clark. What happened? (helps Clark up) Are you all right?

Clark (looking around): There's someone in the rafters.

Wary, Jonathan pulls a flashlight from his pocket. Clark grabs one from nearby. They both begin searching the upper level of the barn with the lights. Jonathan hears a noise, and his light lands on Greg hanging above him. Greg leaps out and knocks Jonathan over the railing.

Clark: Dad!

Clark runs in super-speed, jumps down from the loft and sees that the equipment's blades are directly under his father's path of falling. He runs over to stand under his father, cushioning Jonathan's landing with his own body. Jonathan is confused as he lands on Clark. He pulls himself up, then helps Clark up, checking Clark for injuries. The blades have been bent wildly by Clark's body.

Jonathan: What the hell just happened?

They both look around the now-empty barn.



Kent barn. Martha is checking Jonathan out, while Clark is checking the barn out with a flashlight.

Martha (to Jonathan): Did you get a look at his face?

Jonathan: No, it came right off the ceiling at me. It's almost as if he--

Clark: --wasn't entirely human? (pause for effect) I saw his face. I think it was Greg Arkin.

Martha: That's a name I haven't heard in a long time. You and Pete used to hang out with him in grade school.

Jonathan: Why would he want to hurt you?

Clark: I don't know.

Martha: Are you still friends?

Clark: I pass him in the halls, but people change.

Martha: I remember his mother used to keep him on a short leash. But I can't believe he'd hurt a fly.

Jonathan wanders over to look at the rafters again.

Clark: Maybe that's because he was too busy collecting them and every other bug he could get his hands on.

Jonathan (looking at the rafters): No, Clark, kids just don't leap off the ceiling and attack people.

Clark: Then how do you explain that?

Clark shines his flashlight on the green, phosphorescent footprints on the ceiling beams.

Jonathan: I don't know. (skeptically) Seems kinda out there.

Martha: Oh, this coming from the man who's been hiding a spaceship in his storm cellar for the last twelve years.

As Martha walks away, smiling, Jonathan just shrugs. Jonathan joins Clark, who is still snooping around the footprints on the ceiling.

Jonathan: It's not that I don't want to believe you, Clark. It's just that... I'm having trouble getting my head around this one.

Clark: Dad, did you ever wonder why all these weird things happen in Smallville?

Jonathan: Every town his its share of tall tales.

Clark (seriously): Except here, they're all true.

His tone catches Jonathan's attention.

Clark: Chloe showed me this wall. (turning off his light) It's covered in all these articles she collected of all the weird stuff that's happened in Smallville since the meteor shower. (sits down on the staircase) It's all my fault.

Jonathan (scoffing): Look, Clark, if you're talking about fifty pound tomatoes and two-headed calves, then I've got a better explanation for you -- Luthor Corp. I mean, God only knows what that fertilizer plant's been pumpin' out over the last twelve years.

Clark: Luthor Corp didn't kill Lana's parents.

Jonathan: (sighs and rubs his forehead) Neither did you, son. (intensely) You can't blame yourself for something you had no control over.

Clark: Dad-- I know. (sadly) I still feel responsible.

Jonathan walks over to sit down close beside Clark, running a hand through his son's hair affectionately as he does so.

Jonathan: What happened to Lana's parents was a terrible tragedy. But no matter how many extraordinary gifts you have, you will never be able to change that.

Clark: How do I make this feeling go away?

Jonathan: You can't. (whispering intensely at his son) But that's what makes you human.


Smallville High School. Clark is in a crowded hallway as Chloe approaches.

Clark: Chloe.

Chloe: Hey.

Clark (walking beside her): Is Greg Arkin still science reporter for The Torch?

Chloe: Well, if your definition of a reporter is someone who actually turns in articles, then, no. Greg hasn't shown his face in the office for, like, a week.

Clark (to himself): I've gotta find him.

Chloe: What's the sudden interest in Greg? Are you coming out of the entomology closet?

Clark: It's nothing. I'll catch up with you later.

Clark starts to walk away.

Chloe (suddenly serious): I hate it when you do that.

Clark (stopping): Do what?

Chloe: Just shut me out. It's like one minute, you're here; the next, you're gone. Clark, you're not outgrowing me as a friend, are you?

Clark walks back to her, smiling.

Clark: Chloe, I could never outgrow you. Other than vertically.

Chloe (smiling broadly): It's amazing how far that Kent charm will get you. (laughs) Ah, now, what's up with Greg?


The Torch office. Chloe is holding a computer-printed piece of paper, standing in front of the Wall of Weird.

Chloe: I found an article about Amazonian tribesmen who took on the traits of the insects they'd been bitten by, but nothing as extreme as what you're talking about. Did you have any luck?

Clark is sitting at the computer.

Clark: Only that Greg didn't move to Smallville until after the meteor shower, so he couldn't have been exposed to the blast.

Chloe: Yeah, but his bugs could have been. Think about it, Clark. Pieces of that meteor are still buried all over Smallville. The whole habitat's infected.

Clark nods that he's following along.

Chloe: So, when boy catches bugs, and bugs bite boy... you end up with bug boy.

Clark: Chloe, (stands, gathering up some papers) you can't even walk out your door in the summertime without being bitten by a mosquito. Why don't we have a whole town of bug people?

Chloe (enthusiastically): Uh, because you need a certain level of toxins to cause a mutation. Those Amazonian tribesmen were all attacked by swarms.

Clark (sitting on the desk): Greg did keep tanks of bugs in his room. Maybe they got sick of the view and staged a revolt.

Chloe (looking at papers): Well, according to this, bugs have a very short life cycle. So, if he really has gone Kafka, let's hope he isn't in the mating phase.

Clark looks worried.


Outside the Arkin house. Chloe peers in a window.

Chloe: It doesn't look line anyone's home.

Pete and Clark lean down to look inside, too. Pete has a camera around his neck.

Pete (getting a closer look inside): The place is a mess. (to Clark) Remember what a neat freak Greg's mom was?

Clark: Yeah, she used to make us take off our shoes. (sits on porch railing) One time I forgot and she yelled at me.

Chloe: Was that what broke up the friendship?

Clark: After seventh grade, Greg's parents got divorced, and he just stopped calling after that.

Pete: Which sucked, because he had a killer tree fort his dad built in the woods.

Clark (walking away): It was okay.

Pete (amused): Clark never liked it. He used to get dizzy just walkin' over there.

Chloe: How come?

Pete (smiling): He was afraid of heights.

Clark: I didn't believe it was structurally sound.

Meanwhile, Chloe is sliding a window open.

Chloe: You guys, come here.

Both boys follow her.


Inside the Arkin house, a bathtub is filled with bits of Greg's molted skin.

Pete: Aw, man, that's disgusting. (takes pictures without getting too close) What is it?

Clark (making a face): I think it's skin. He must be molting.

The room is steamy. Chloe calls from another room.

Chloe: You guys better come in here!

Both leave the bathroom in a hurry.

Chloe: Guys?

Clark and Pete enter Greg's room. They see that it's covered in webs and cocoons.

Pete (looking at something): Oh, man. Looks like you're not the only one in Smallville with the hots for Lana.

Chloe: I think Greg's found his mate.

On the TV, Greg's home-made video of Lana having a picnic is playing. As though seeing or sensing something, Clark hurries over to a floor-to-ceiling cocoon in the corner of the room.

Chloe: Clark? What do you see?

Clark: I'm not sure.

Pete and Chloe watch him approach the cocoon carefully. He slowly reaches up and pulls at the webbing, ripping it open. A decaying body falls out. It's Greg's mom. All three recoil from the dead body.

Clark: Lana.

Clark rushes away.


Lana's barn. She is putting in hay for the horses. Someone taps her on the shoulder. Startled, she turns around to find Whitney behind her. His head is still bandaged.

Whitney (unhappily): Your aunt said you were out here.

Lana (reserved): How you feeling?

Whitney: Better. That's not why I'm here, though. Lana, when I saw you and Clark outside your house that night, I freaked out.

Lana: What did you think we were doing?

Whitney (uncomfortably): I guess I got scared, and did something stupid. (earnestly) I would do anything to take that back.

Greg: It's too late, Whitney. She's mine now.

Both turn around, startled. Greg is standing in the middle of the barn.

Lana: Greg?

Whitney (advancing angrily): Get away from her.

As Whitney walks up to him, Greg casually throws him aside. Whitney flies over the stable door and crashes.

Lana: Greg, what's going on?

Greg (advancing): It's time.

Lana: Time for what?

Greg (calmly): For us.



Lana's barn. Whitney is regaining consciousness in the hay of a stall. Clark enters hurriedly.

Clark: Lana! Lana!

Whitney stands up, startling Clark.

Whitney: Greg's got her.

Clark: What happened?

Whitney (breathing heavily): I'm not sure. Greg threw me against the wall like it was nothing, then grabbed Lana. I've never seen somebody that strong before...

Clark: Which way did he go?

Whitney: He headed off into the woods.

Clark (hurrying off): I think I know which way he's going.

Whitney (following Clark): Great. I'll drive.

Clark (exiting the barn at a jog): You know the old Creekside Foundry?

Whitney: They one that got hit with the meteor shower?

As they get to Whitney's truck, Whitney goes to the driver's side and Clark leans in the passenger window.

Clark: Follow the dirt track. About a hundred yards back, there's a tree fort in the woods.

Whitney (climbing in): How do you know he's there?

Clark: Greg used to collect bugs there when we were kids.

Whitney (looking out the windshield): Look, Kent, I want to apologize...

But as he looks over to the window, Clark is gone.


Clark is running at super-speed through a cornfield. He stops, sees the tree fort, and climbs the ladder to it at super-speed. Pushing up the trap door to the fort, he sees Lana lying across the room. She is unconscious, wrapped in a thin, white cocoon of web silk. Clark climbs all the way inside. He goes toward Lana, worried.

Greg: Get away from her.

Greg is perched up against a wall, sitting coolly overlooking Lana.

Clark: Greg, I know what's happened to you.

Greg: Then you know that I've been freed.

Clark: You're a slave to your instincts.

Greg: I have no rules, Clark. (climbing down to stand in front of Clark) I eat what I want. I go where I want. And I take what I want.

Clark: You're not taking her.

Greg: Then try and stop me.

Clark: You're not the only one who's changed.

Clark moves to advance on Greg, but Greg rushes him, pushing them both out the side of the fort. The two fall in a mess of broken boards to the ground. Clark recovers immediately, looks around, but Greg is gone. As he looks, though, he sees Greg leap easily over a tall fence with an old wooden, 'Creekside Foundry' sign. Clark follows him.


Inside Creekside Foundry. Abandoned metal and equipment are scattered around. Sunlight streams in broken windows. Clark enters. But he begins to feel sick immediately. He pushes through it, entering the foundry. As he does, he walks past strewn meteor rocks glowing green. Looking around for Greg, Clark feels more weak and sick. He leans for support on the beams, straining to walk. Greg appears behind him. Unnoticed, he picks up a large metal pipe and smashes Clark in the back. Clark is flung across the building. He lands in amongst some rocks. Greg smiles, dropping the huge pipe. Clark is suffering the debilitating effects of the meteor rocks profoundly now.

Greg (calling out): You haven't changed at all, Clark. You still get sick around this place, just like when we were kids.

Greg spots Clark lying on the ground and approaches him.

Greg: Hey, Clark, did you know the buffalo ant can lift thirty times its own body weight?

Clark sees it coming, but cannot do anything to prevent Greg from grabbing him by the jacket and hurling him across the building again. Greg, smiling, hops across the floor like a grasshopper. Clark struggles up from where he has landed.

Greg: Clark...?

Clark climbs up onto some grating and spies a large metal concave nearby.

Greg: Clark, where are you?

Clark climbs into the metal hull where he can hide.

Greg (searching the foundry): I just want to play.

Immediately as he hides in the metal, he begins to feel better. He sees his hand returning to normal from its deteriorated state.

Greg: Clarkie... come out!

Clark (to himself, looking at the metal hull): It's lined with lead.

Greg is still looking for Clark's hiding place.

Greg (cocky): Give it up, Clark! You can't fight natural law! Only the strong survive.

Clark leaves his lead-lined hiding place. He surprises Greg from behind, grabbing him and pressing him up against a wall.

Greg: Did you really think you could hide from me?

Clark smashes Greg into the opposite concrete wall, then hurls him across the building. Landing in a heap, Greg looks surprised. He reaches up to a chain hanging above him for support as he tries to stand. His other hand hits a lever beside him.

Clark: Greg, watch out!

The chain is freed and a huge metal chute falls on top of Greg. Clark runs over, but it's too late. As he looks on, hundreds of insects scuttle out from under the metal and scurry off. Clark runs in super-speed out of the foundry.


Lana is covered by the mesh of Greg's cocoon, still out cold. Someone approaches her and begins carefully prying apart the webbing. It's Whitney. As he frees her, she rouses.

Whitney (relieved): Hey...

Lana gasps as she reawakens, and Whitney is quick to reassure and comfort her.

Whitney: Hey, it's okay. It's okay... it's me.

Lana (confused): Whitney?

Whitney: You're safe.

As she moves to get up, Whitney picks her up and carries her.

Whitney: You're safe. C'mon...


Clark rushes through the trees, stopping in time to see Whitney and Lana walking toward Whitney's truck. Whitney is holding Lana, who is leaning into him. They stop and hug, as Clark watches, disappointed. Then, they continue on, holding each other close.


Kent farm, night. Clark is in the hayloft. He looks out toward Lana's house, then back toward the barn. Then, he goes and uncovers the box containing Lana's necklace, a look of determination on his face.


Lana's house. Clark approaches the empty front porch. The door is closed and the porch light is on. Clark looks around briefly before climbing the stairs to stand in front of the door. After a short hesitation, he lifts the lid of the box, revealing Lana's glowing green necklace. He winces in pain. With one shaking hand, he lifts out the necklace.

Lana: Whitney?

Startled, Clark looks up. Lana opens the door.

Lana: Is that you?

Lana sees the porch is empty. She comes outside to look around. Finding no one, she turns to go back inside and sees the necklace hanging from the doorknob. She smiles warmly, broadly as she picks it up and clenches it happily in her hand. She looks around again, but still sees no one. As she goes back inside, happy, Clark watches from near the road. He smiles faintly and turns to walk down the dark road home. Pan up to the night sky full of stars.


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