Beware of the Overmind (Part 2)


Chapter 10 [The Talon„ten minutes earlier]

As always, customers filled the caf, seeking their daily dose of java nirvana on that particular morning. The town regulars met to discuss local events. And, of course, Lana and her crew kept them all satisfied. At first, it seemed like a normal morning.


In the back room, Peter, MJ, Lex and Chloe worked on silvery garlands for the front area. At their feet, they had the streamers they had made on the previous evening at the castle.

"What do you think of our town so far, guys?" the reporter asked.

"It's really great. The Kents seem like great people," MJ noted.

"It almost seems like something out of those old Christmas cards. We could use a bit of snow though," Peter added, looking around anxiously.

"Glad you like it," the billionaire expressed, snipping off another length of the decoration. "Trust me though. There's more to this town than meets the eye."

Don't I know it? Peter felt his spider sense go off yet again as it had all morning. Something was close. However, it was a stronger twinge at that point.

"What's wrong, Tiger?" MJ wondered.

"Nothing, MJ. Just some static electricity," the Physics major lied, casting another look toward the door. "Hey, who's up for a coffee up front?"

The girls looked at Lex who smirked as he conceded, "All right, I'm game for a break. Come on."


The disguised Overmind followed the psychic vibrations to the Talon's front door. While he now felt two sets of vibrations, he determined to deal with the closer source first. I have you now, Kal-El. He pushed the door open and stomped into the caf. This is their meeting place, I see. Finding an empty table, he puzzled over the chair for a minute before sitting in it. Strange.

Sandra walked over to him and asked, "Would you like something?"

"Yes, tell me where Kal-El is," he demanded.

"I'm sorry. I don't know anyone by that name," she responded.

He grinned wickedly. "Oh, I think you do. Tell me! NOW!"

At the loud exclamation, the whole room stopped to look at them.

"Is there a problem?" Sheriff Adams inquired, walking over from the coffee bar.

"He's looking for a "Kal..something," Sandra reported.

"Go help your boss. I'll deal with this," the sheriff told the waitress. After Sandra retreated to the bar, she continued, "This here's my jurisdiction and I don't like troublemakers."

"This doesn't concern you." He glowered at her while standing and brushing past her. "Leave." He stormed toward the coffee bar.

"Hey! I ain't done with you yet!" Sheriff Adams protested, drawing her gun. "You're under arrest!"

The Overmind snickered darkly. Allowing his eyes to glow, he fired a mental pulse, knocking out the sheriff. "I have little time to waste on the likes of you."

After that display, the crowd ran for the exits. They could settle their bills later.

He ignored the fleas' mass exodus, focusing only on the three women there. "Where is he!"

"I need you to leave," Lana told him, pointing toward the door with her right hand. As she did, the Kryptonian wedding bracelet came into view.

"YOU!" the alien intruder realized. "So there's more than one of you!" He grabbed her hand.

Not wanting to say anymore in front of Sandra, Peter, and Mary Jane, Lana protested, "Let me go!"

"No," the lumbering alien refused, allowing the mental disguise to drop. "I'll kill you first and then I'll take Kal-El."

"Sandra, MJ, Peter, get the sheriff out of here!" Miri ordered.

The trio did as she asked. Helping the unconscious woman out of the restaurant, they placed her with great care in the back of Sandra's truck.

"Can you two get her to a hospital?" he inquired, pulling out his camera.

"Are you crazy?" Sandra wondered.

"Don't try to talk him out of it," MJ advised, knowing how her boyfriend could tap dance through any dangerous situation where a scoop was involved. "Peter, be careful. Please."

"I will," he vowed, giving her a kiss. After watching them speed away toward Smallville Regional, he ran into the alley behind the Talon. There he stripped off his clothes, revealing his costume. Slipping on his web shooters, gloves, and mask, he knew there was little time to lose. This guy's about to get a dose of pissed off Spidey. Crawling up the brick wall, he hurried into the back of the caf and toward the stand off scene. Little did he know what he would find there.


The Overmind surveyed the remaining people around him. "You all are more than you seem. Interesting. I'll have to find out more before I kill you."

"Kill this!" Chloe countered, 'radiating on' and blasting the alien with a high intensity spectrum of gamma rays to little avail.

Miri tried a psychic burst of her own but it only bounced off of him. "What?"

"Interesting indeed," the alien remarked. Despite their annoying attacks, he was intrigued. Still, even interesting bugs needed squashing. "Go away." His eyes glowed and he emitted a pulse knocking the three girls into the walls behind them.

"Hey!" Lex demanded, pointing at the floor under the alien. While the repair bills would be murder, he knew they needed to survive first.

The seismic waves disrupted the Overmind's balance for just a minute.

That, however, was long enough for Spidey to swing into the room feet first and kick the obnoxious intruder into the far wall. "Now that's interesting." Seeing the alien start to turn toward him, the web slinger webbed the larger being's eyes shut. "If you can't play nice, don't play at all!"

"Spider-Man?" Lex wondered, trying to piece the clues together in his mind.

"Consider me your guardian angel. You're Lex Luthor, right? Peter Parker speaks highly of you," Spidey replied, watching the Overmind from a cautious distance.

Lex nodded, taking in the costumed man's words. So he and Peter do have a connection. Very interesting, especially since we're miles from either New York or Tucson. "We can talk later. Right now, we need to deal with this guy."

"Deal with me?" the Overmind asked incredulously, ripping the webbing from his eyes. "Annoying insects! Deal with this!" With that, he emitted another mind blast knocking the two men out.

"Hey!" Clark yelled, stepping into the restaurant. "Get away from them!"

"Kal-El, at last we meet," the Overmind realized, feeling the secondary vibrations coming from Clark. "Ready to die, Boy?" Before his quarry could react, the alien hunter had backhanded him through the front window.

"Not yet," Clark disagreed, climbing to his feet and brushing the glass shards away from himself. While they did need to deal with this problem, he didn't want to expose himself yet.

"Fight me!" the Overmind challenged, blasting him across the street. "Quit pretending you're one of them, Kal-El! I know who and what you are!"

Clark looked up at that moment as he heard a familiar jet engine above them. Seeing nothing there, he knew it had to be the Double Helix. He saw the bottom door open allowing Darkstar to fly out carrying Mikhail. "Nice timing!"

"We try," Darkstar replied grimly. "Tend to the others."

Clark nodded and retreated back into the Talon, thinking only of his friends in there.

Mikhail changed into his bear form and engaged the Overmind. To his amazement, his blows had little effect on this adversary.

"Are you finished?" the Eternan growled, staring into the man-bear's eyes. Using hypnosis, he made Mikhail change back to his human form before backhanding him away. "Another weakling! BAH!"

"Mikhail!" Darkstar exclaimed, flying to see if her longtime teammate and friend was all right. She saw that he was bruised and bleeding from the impact. Setting her jaw, she zipped back through the air at the Overmind. "This stops now!" She pointed at him, allowing the dark force to form a vise around the alien.

For a minute, he strained against the darkness, trying to break through the gummy substance. As he did, he detected the link between the dark-suited woman in front of him and the bonds surrounding him. Firing a series of pulses into the dark matter, he shocked her into unconsciousness.

She hit the ground hard and didn't move.

"Darkstar!" Max called.

"Be careful, everyone!" Adam advised as he and the other Mutant X members approached the Overmind.

"Where do you bugs come from??" the Overmind wondered in disbelief.

"I think it's time we hit him," Brennan decided, channeling and hitting the alien with two electrical lightning bolts.

The others quickly followed suit. Jesse massed out and pummeled the Overmind with rock hard punches. Shalimar and Max did the same. Emma hit him with psychic blasts.

In the end, however, the Overmind stood there and frowned. While he had enjoyed the challenge at first, this so-called battle was getting tedious. "You think yourself my equals, do you? I am the supreme warrior! The Ultimate Gladiator of Eternus! You are but fleas to me!"

"Man!" Brennan realized. "We just hit him with enough force to level a city block and he's still standing!"

"I am so far above your pathetic powers and intellect that you can't understand me," the Overmind chortled, backhanding Jesse across the square. He stunned Emma with another blast before knocking the two ferals and Brennan out cold. Looking at Adam, he ridiculed, "And what are you supposed to be? You are their so-called leader and yet your intellect pales against mine!" He glared at the remaining adversary, hypnotizing him, "You will sleep now."

Adam slumped to the ground and did so.

The Overmind glanced at the scene. Seeing no further attackers, he smiled wickedly. "Kal-El, it's time!" He lumbered back toward the devastated caf to find Clark trying to tend to the others. "Time to die."

Clark looked at his friends lying on the floor around him and realized that he was alone. Where is the Professor? He stood his ground against the alien threat. "I'm not going to let you touch them." He strode forward and delivered a punch with all of his strength behind it.

The Overmind staggered slightly and shook it off. "Impressive. You are stronger than the records attest. Still that won't help you! Is that all you have?" Dropping his shoulder, he sent Clark flying across the room where the latter impacted next to Lana. "Kill me, Kal-El! If you have the stomach for it! Kill me!"

I can't killƒnot even for my friends. Clark looked around at the others. While he couldn't understand why Spider-Man was there, he knew the others wouldn't want him to do it. Then he saw something sparkle in the top of Chloe's overturned purse.

"Face me!" the Overmind challenged.

Clark fished in the purse and found what he was looking for: a red meteor rock on a gold chain. She was always careful to keep this from Lana and me. Thinking of his wife, he sighed and looked one more time at her. Lana, I'm doing this for us and our future. I love you. With that, he put the chain around his neck.

As the red rock touched his chest, the veins bulged and became visible. Feeling the red toxin spread through his system, he shuddered slightly. Less than a minute later, he grinned and stared at the Overmind through crimson-hued eyes.

"You talk a lot, Big Mouth!" Bad Clark growled and bowled into the larger alien, upsetting the other's balance. Then he threw a vicious right jab, knocking the Overmind out of the restaurant all together. "They're mine, not yours!"

The Overmind snarled. "Come then, Kal-El. Now that you've shed the Earth-weakness, fight me and die."

Bad Clark snickered, thinking of flattening this twerp. "You asked for it now," he retorted while advancing toward his waiting adversary.


Chapter 11
[Faerie Lands] [A/N: The encounter with the Greek pantheon occurred in "Just Once"]

The Faerie Empress watched the battle through her mist portal allowing the concern to show on her face. The young ones fought well. Still, this enemy is beyond them. And now that Clark Kent has slipped into the Red-Madness, all may be lost.

"Begging your pardon," Deirdre interjected, breaking her meditation. "Why don't we let Xena and Gabrielle assist?"

The Empress shot the priestess an incredulous look. "What would that accomplish? No, Deirdre, I would not have them die along with your mother and Francesca. Have you forgotten what happened against the Greek Pantheon?"

Deirdre shuddered, recalling her father's grief and the Child's blood lust.

"I thought not. It is time to get your father back there though," the elf-queen pointed out. "Come." Waving her hands, she made them both vanish from view.


[King's Chamber, Hall's End, Ruthwen]

For hours, the Council had debated various measures, passing two of them and tabling several others. The arguments raged as elf and gnome got in each other's faces over seemingly trivial issues.

Dave sat on the throne, trying to steer this affair to his own agenda. While gaining a few minor concessions, he had largely failed in this pursuit. Now I can see why Ferali would rather fight the trolls than deal with these fools. "Can't we get a solution out of this? The arguing is pointless."

One of the minsters retorted, "Arguments are necessary, my Liege. You'll come to understand that one day."

"I understand that they are pointless," Dave retorted, allowing his testiness to show. "You've 'discussed' this issue for fifteen minutes! Decide now!" Then he felt a sharp pain slicing through his head. Wincing, he grabbed his head in his hands and tried to soothe himself.

"My Liege!" Ferali exclaimed, rushing to his honor brother's side. "What is it?"

The king sat on his throne silently for several minutes, trying to collect his jumbled thoughts. What is it?

[The Child screamed, "They've been attacked, Dumb Ass! Dammit!"]

In a string of emotions, Dave felt Lana and Emma go down before the intruder's assault. Worse, he felt the damage to the Talon. The numbness crept up his scalp.

["Ah wanna whup 'im! AH WANNA KILL 'IM!" the Dark One raged.]

"Control, David," Grimwilkin reminded him. "You must keep control!"

"I need to deal withƒthis," Dave told them all tersely, rising from his throne. "We'll continue this later."

"Maybe you shouldn't rule at all since you have no time for us!" the councilors challenged in unison.

"HOW DARE YA?" the Child yelled, seizing control from Dave. "Ah ain't as nice as Big Bro! Shuddup!"

"I quite agree," the Faerie Empress concurred, appearing with Deirdre in the center of the chamber. "This is an emergency situation."

"Ah wanna whup that fool! Get me back there!" the Child demanded.

"And back there you and Ferali shall go," the Empress assented, teleporting them away. Turning to the belligerent Council, she chided them, "You who cower behind these walls while others bleed and die for you have no right to challenge him!" She grew taller in stature, glowing brightly and her eyes glared through them. "HOW DARE YOU? GO!!"

Thus chastened and fearing her, the group retreated from the chamber hastily.

The Empress shook her head while returning to normal. "Fools. David does well to restrain the Child when they are belittling him like that."

"David is made of sterner stuff than many realize," Grimwilkin commented. "And the Child is sterner yet."

"Aye," she agreed, thinking of the battle ahead. "As this 'Overmind' will learn too. Prepare the House of Healing and this castle for the wounded from Smallville. And, Deirdre, now you may fetch Xena, Gabrielle and their Amazon sisters."

Deirdre bowed slightly, disappearing into a mist portal and leaving the wizard and Empress to their thoughts.


Chapter 12

[Tucson„Graham-Greenlee dorm]

Even as she tried to study for her last exam, Sarah couldn't concentrate. For some reason, she knew that her friends were in trouble. I should find out what it is. Lying down on her bed, she closed her eyes and entered the dreamscape. Instantly she was in downtown Smallville standing in the street right outside of the Talon. Looking around, she saw Mutant X, her teammates, and Spider-Man sprawled on the ground like limp rag dolls.

What could do this? She knew that her friends weren't weak by any means. Then she heard a loud crash and ran toward it.

She saw Clark taking on a giant in silver armor. Worse yet, he relished the fight, taking delight in pummeling his indestructible opponent even as the other did likewise to him. As her friend faced her, she gasped at his red eyes. What could do this? Why is that red meteor glowing?


Sarah turned to see Lana's dream self sitting up and rubbing her forehead. Lana, what's going on? Are you all right?

The former cheerleader shrugged. I will be once I come to. Where's Clark?

He's outside fighting some giant guy. Is that the Overmind he warned us about?

Yeah, Lana concurred. It is. Rubbing the back of her head, she asked her friend, What else?

Clark's eyes are red and he's blood thirsty or something. Lana, what's with the red meteor?

Lana's eyes bulged. No! It makes him go crazy! She hustled out to see the battle going on in the waking world. What else can happen?

As if ya'll hadda ask.

The two dreamers turned to see the Child's dark energy form appear.

Lana, what is that? Sarah recoiled at the seething hate coming off of the Child.

Remember when we told you not to look in Professor Dubois' head? This is his alter ego.

Yeah tha's me. Hey, can ya'll help out wi' the others? Ah got me some butt to whup! The Child made his way outside.

Lana rubbed Sarah's shoulder. Have the others get ready back in Arizona. We'll be all right.

Okay. With that, Sarah woke back up. "Geez. I can't believe it." Stirring from her rest, she ran out the door looking for the others.


[Smallville„Real World]

Jonathan jumped on the brakes, stopping the truck abruptly. As he took in the damage to the caf, he wondered what could have done that. Worse still, he saw the Mutant X team members lying unconscious and worried about his son, daughter-in-law and their friends. "Where are they? CLARK!"

"Let's get them out of here," Byron urged, picking Brennan up under his shoulders and sliding him toward the truck.

Pete nodded. "Be with you in a sec!" He created a wall of flames between them and the rest of the square, "just in case we get any more trouble." After that, he ran over to join the others in getting the unconscious mutants into the back of the pickup.

"That won't be necessary," Deirdre declared, appearing through the mists. Looking around at the scene, she sighed. "First, we need to get the wounded out of here." She signaled back into the fog.

Xena and Gabrielle stepped out with several of their Amazon sisters.

"Get them to the House of Healing," the Amazon Queen told the others.

Varia nodded and led the others to help Mutant X toward medical attention.

"Where are Clark and the others?" Xena wondered.

"We were looking for them too," Jonathan replied, surveying the scene. Hearing a crash, he yelled, "CLARK!"

"I'm on it," Byron stated, allowing his eyes to go dark before rushing toward the fray.

Xena glared at the rash kid. "Of all the stupid moves! Gabrielle, stay here with Jonathan and Pete. I'm gonna stop him!"

"But what are you going to do?" Gabrielle retorted.

"Stop this mess! That's what!" the warrior hissed, hustling off toward the noises.

Gabrielle shook her head but knew that her friend was right. Be careful, Xena. Turning back to Jonathan and Pete, she told them, "The sooner we get them out of here, the sooner we can help her. Come on."

The farmer stared down the street to where he knew the scene was taking place. Be careful, Clark.


The Child and Ferali appeared in the midst of the shattered Talon.

"It seems the battle has already moved on," the gnome noted.

The Dark One stared at the devastation around them. He could sense that the students and Spider-Man were unconscious but not dead. But worse than that, his birthplace had been damaged again. This was too much for him to deal with. "Ah'm gonna whup that twit fer this!

'Mon! Lessgo!"

Ferali hefted his ax and followed closely behind his ruler.


Xena finally caught up to Byron just before the latter could intervene in the battle between the Overmind and Bad Clark.

"Hey! Let go!" he protested.

"Not until you come to your senses," she retorted, restraining him. "Besides I have a feeling that a certain dark friend of ours just arrived."

As if on cue, the dark scream echoed from the Talon.

She shook her head. "Trouble just arrived. Stay here!" Unclipping her chakram, she flung it into the fray. "I'll be back!"

Byron smacked the wall next to him. He wanted a piece of the Overmind too but would defer to Xena just this once.


Meantime, the Overmind and Bad Clark continued their struggle. Rather than simply providing a stationary target for his larger opponent, the latter zipped around, landing a rain of blows at supersonic speed. The former tried to regain his advantage but couldn't keep track of his opponent's progress.

Then the Overmind felt something gash his arm and disappear. "What?" He looked down at the bleeding wound. "Nothing can do that!"

Bad Clark scoffed, "It seems that the two teachers have arrived. They can kill immortals, you know."

Xena frowned as she drew her sword. "Back away, Clark!"

"Lissen ta her!" the Child roared from the other direction.

The Overmind frowned. "Two more fleas?" He lunged at the Warrior Princess but came up with nothing. "Stand still!"

"And let ya kick my ass? Yeah right," she retorted, kicking him in the back.

He barely felt that impact. "You should have stuck with your sting." Wheeling on her, he uncorked another mind blast, missing as she leapt away.

"Hey! Keep 'way from 'er!" the Child roared, hitting him with a pulse of his own.

The Eternan spun around and snarled, "Now you've sealed your death warrant! You will fear me!" He hit the Dark One with a concentrated pain/fear burst. "I sense your emotions. Die from them!"

The Child grappled with the annoying weakness, fear and desperation from the psionic attack. For a brief second, it overwhelmed him as he was back in his youth. "Ya'llƒcan't do that!" He forced himself back into control. In that instant, the visions of his father's abuse burned him, converting the other emotions into anger and feeding his rage. "RAAARRRGGGHHHH!" Channeling dark fire into his hands, he growled, "Ya'll like pain, do ya? Take this!" With that, he fired twin plumes at the alien hunter.

The Overmind screamed as he felt the fire scald him and the collective consciousness within him.

"Well now, Ah think he's hurtin'!" the Dark One chuckled. Again and again, he burned the other. "Payback's a bitch, Boy!"

Taking the opportunity, Xena and Bad Clark landed blows of their own, knocking the Overmind off his feet.

Ferali swung his enchanted ax, cutting into the alien's side with a single blow.

The Child took that opening to uncork another blast, knocking the other into the alley across the street. "Ya'll stay 'way from mah friends! Ya'll got it? Ya'll come back an' Ah'll whup yer ass good!"

"Dumb ass! I tried to warn him!" Bad Clark declared with a bit of sauciness.

Xena and the Child exchanged curious looks at the Kryptonian's attitude as they rushed to the alley. There they found the area to be empty.

"Dammit! Where'd he git to?" the Child wondered.

She looked around at the area, drawing her sword. "He's been here!"

"Who?" Ferali and Byron inquired, running over to their side.

The Child surveyed the area and bellowed, "Stinkin' Painty Face!"

"Yodoshi," she added for the others' benefit. "Come on. Let's help the others."

As they walked out of the alley, they saw Bad Clark watching them through his red tinted eyes.

"Nice work, guys. I knew someone would be able to kick his bloated ass!" Bad Clark laughed.

Seeing the glowing necklace around his neck, she guessed that was the cause of his attitude. "Take off the necklace, Clark."

"No, I like things as they are!" he refused. "And you can't make me!"

"Ah think ya'll do it," the Child retorted. "Don't make us whup ya!"

"I think I can deal with you. Remember back in Wabash?" Bad Clark sneered.

Listen to them, Kal-El. Take off the necklace, Jor-El ordered.

"Not you too, Old Man! You don't tell me what to do!" Bad Clark hissed.

"Listen to him, Clark!" Lana pleaded.

He turned to see his wife and Chloe stumble out of the caf. "Hey! The gang's all here now!"

"Just do it, Clark!" Chloe added, radiating on.

"No! Why don't you make me?" he replied, not believing she would hurt him.

The reporter took a deep breath. While she didn't want to hurt him, he left her with little choice. "Lana, stand back." She pointed at him and warned, "Last chance."

"Take your best shot," he cracked.

Letting a tear course down her cheek, she emitted a stream of green kryptonite radiation at him. "This hurts me more than you!" she told him.

He fell to his knees under the attack. His veins bulged from the radiation.

At that moment, Jonathan came up from behind him and snatched the necklace from his neck. "I don't think you'll be needing this!"

"Hey!" Bad Clark protested weakly as his father ran from him with the red pendant. After the latter was far enough away, he felt the red toxin wearing off.

Noting the change, Lana directed, "Chloe, that's enough!" When the latter had stopped her blasts, the concerned wife ran to her husband's side. "Clark!"

He didn't respond, lying there as quiet as the grave.

"You aren't leaving me, Clark!" she demanded, kissing him. "Wake up!" For a full minute, she shook him. "WAKE UP!"

He coughed. "Lana, I'm here."

She hugged him tightly. "Don't scare me like that!"

"Where's that Overmind guy?" he asked.

"He's gone for now," Xena reported. "But he'll be back."

"Stinkin' Painty Face helped 'im run 'way!" the Child added taciturnly.

"He's still out there?" Jonathan worried.

"Yeah he is," the Warrior Princess informed him. Looking at the Child, she wondered why the latter hadn't changed back to Dave yet. "You can let David out."

"Nah Ah can't. Big Ugly did somethin' to us. Ah can't let Big Bro out," the Dark One revealed.

"What do you mean you can't?" Jonathan asked nervously while helping Clark to his feet.

"Ah dunno," the Child retorted sharply as he rushed into the caf to find Lex and Spidey still there. The latter was trying to climb to his feet but something was wrong with his leg. "Hey, 'bout time ya'll got up!"

Spidey stared at the Child for a minute. Why is Professor Dubois raving at me? Still, his spider sense was warning him that the Dark One should not be messed with. Not that he would anyway, especially given the pain in his right leg. I bet I broke it. Great. The Parker luck strikes again. "Yeah, I normally don't sleep through parties. Speaking of which, where's Big Ugly?"

"We whupped 'im good," the Dark One informed him tersely.

"He's gone for now," Xena noted. "How are ya doin'?"

"Peachy," the Web Slinger noted. "Where are the others?"

"We're okay," Clark added, walking back in with Lana and Chloe. "How are you doing? You took a hard shot there."

"You know us spider types. Tough as nails," Spidey informed them, trying once again to stand.

"Sit still there," Chloe directed.

Xena walked over to him and inspected the leg. "Can you roll up that leg covering? I need to look at that leg."

"Don't worry. We aren't going to turn you over to the Sheriff or anything," Lana assured him.

Judging from the fact that his spider sense wasn't going off„at least not from her presence, Spidey nodded and rolled up the spandex over his right leg.

"Thanks," the Warrior Princess expressed, inspecting the leg. "It's broken. Hang on." Taking two broken table legs, she braced his leg with them. "I need something to secure them to your leg."

"This might do the trick," Spidey suggested, webbing the splint together. "Thanks. Xena, right?"

"That's right. And you are?" the warrior wondered, giving him a smile.

"I'm Spider-Man," he replied, extending his hand.

She clasped it in her own. "Pleased to meet ya. You're the guy who's been busting the creeps all over Tucson, ain't ya?"

"I hate watching sleaze bother folks," he deadpanned. "You all are down in Tucson too?"

"We go to school there," Chloe told him while checking on Lex.

"I saw you all use your abilities. You're mutants, aren't you?" he asked.

"Mostly," Lex replied while sitting up. "And what are you?"

"Just a special guy," Spidey cracked. "So what happens now?"

Lana, Clark, and Lex looked around at the mess and then at each other.

Finally, the billionaire surmised, "I guess we start planning to repair this place."

"I wonder who's going to insure it this time?" Lana worried. "It keeps getting hit."

Clark embraced his wife and assured her, "We'll get this place cleaned up in no time, all right? The Talon will be up and running in no time."

"You know it, Clark. I'll get the contractors going on it. Come on, Chloe," Lex concurred, walking out to use his cell phone and taking his wife with him.

"This is some place, I have to say," Spidey complimented, hobbling around.

"Thanks," Lana expressed.

"Stay put until we can get Adam to look at that thing," Xena directed firmly.

Spidey sat back down in a wooden chair and mused over his situation. At least they trust me. Maybe I should trust them with my secret? They're trusting me with theirs. That's something to think about later. "By the way, has anyone heard from Peter Parker or Mary Jane Watson?"

"They drove off with Sandra to bring Sheriff Adams to the hospital," Lana replied. "Now there's a thought." She dialed MJ's number.

"Hello?" MJ answered. "Who is this?"

"MJ, it's Lana. Are you okay?"

"Lana! Thank goodness you called! Is everyone okay there?" MJ asked.

"We're okay. We got some help here and drove off that guy," the former cheerleader pointed out. "How are Sandra, Peter, and the sheriff?"

"Sandra and I are fine. The sheriff will be okay. She was lucky, from what the doctors say. By the way, you haven't seen Peter, have you? He stayed behind to snap pictures of what was going on."

Lana eyed Clark and then Spider-Man. I wonder. Peter stays behind and then Spider-Man shows up. "Have either of you seen Peter Parker?"

"I helped him out of here," Spidey explained, trying to cover his tracks.

Yeah right. Clark resisted the urge to use his x-ray vision to peek under the mask. "Where did you lead him to?"

"The bus station. I don't know where he is now," the Wall Crawler lied.

"Who are you talking to, Lana?" MJ inquired.

"Believe it or not, we got some help from a certain wall crawling hero. He was asking about you," Lana told her.

"Spider-Man's here?" the red head asked incredulously. How would he be here unlessƒ. "Is he okay?"

"He broke his leg but we'll get it fixed," Lana informed MJ.

Spidey sighed, knowing that they were about to figure everything out. They have to know. Face it, Webhead, you took a big chance showing up here where you wouldn't have any alibis. I hope they can be trusted.

"I'll get Sandra to bring me back there. Before you move him, I want to make sure that Spidey's okay. I'll see you soon," MJ concluded, hanging up.

Lana hung up and walked over to Spidey's side. "Are you all right?"

"Other than the leg, yeah," Spidey noted.

Clark joined his wife and told his new ally, "You know I hid my abilities when I grew up here. Trust me; it's a lot easier having friends to watch your back and help shoulder your secret."

"We don't use masks, and you don't have to around us if you don't want to," Lana declared, rubbing Spidey's shoulder. "Meantime, how about a cappuccino on the house? You've earned it."

"I suppose you want me to tell you," the web spinner said almost dejectedly.

"When you're ready. We're all friends here," Clark informed him.

"Thanks for that at least. Umm, I wanted to ask about your friend over there. What's with him?" Spidey inquired.

Lana looked over at the Child. "He's been through a lot and has his own issues to deal with. A word of advice, when he's like this, he needs his space."

Spidey regarded the Dark One with caution. Judging from the tingle I just got, that sounds about right. How do they deal with him?



[Fifteen Minutes later]

MJ got out of a yellow cab and walked back into the Talon. She inspected the damage and broken window. The whole front half of this place is a disaster. Poor Lana. "Everything going all right?"

"It is now," Chloe told her, sipping on her coffee in the far corner where she sat, working on her piece for the school newspaper.

"Repairs will be done soon," Lex added, walking over from the coffee bar.

"Great," MJ replied, trying to sound enthusiastic as she made her way to the counter. There Lana fixed coffee drinks. "Are you okay?"

"Never better„now that the fight's over. I'm glad you're okay though," Lana replied, pouring the redhead a coffee. "Did you see Peter?"

"No. I was going to ask you if he's been around," MJ replied, looking around with concern. "Where's Spider-Man?"

"Clark's talking with him in the back. Come on. Chloe, watch everything out here?" Lana advised.

"Sure," the reporter agreed.

"Thanks," Lana said gratefully while heading with MJ for the back room. There the two women found the two men in question sitting at a table and talking about things.

"Everything okay at the medical center?" Clark asked.

"Everything's fine," MJ reported. "Everyone all right?"

"Except for my leg, we're okay. You know me; I'm the hero without any fans. I can hear JJJ now yelling for my head again," Spidey pointed out.

"Not anymore. You've got plenty of friends here," Clark indicated.

"And I'm still your biggest fan," MJ added. "I just wish I knew where Peter was."

Spidey sighed and rubbed the back of his neck. "Clark, can you close the door?"

"Sure," the Kryptonian agreed, doing so. "What's going on?"

Spidey took a deep breath and continued, "Clark, you saved all of our lives today. I still don't understand how but you did. Since you all trust me, can I trust you with a secret?"

"Sure," Clark agreed.

"Absolutely," Lana concurred.

"Mary Jane? How about you?" Spidey asked.

MJ nodded. "You know you can count on me."

"That's what I thought," Spidey said as he unmasked. "Sorry, guys, I guess I should have trusted you sooner."

The trio all looked at each other and then at him, trying to digest this turn of events. Finally, Lana spoke, "This doesn't change anything, Peter."

"It doesn't?"

"Hey, I can go head to head with you on keeping secrets," Clark stated. "Thank you though for trusting us."

MJ on the other hand, remained silent. She allowed her mind to flash back across all of the time that Spidey had saved her from danger. Finally she asked, "So it was you who was saving me?"

"Uh huh. Face it, MJ, I need my fan club." He picked up her chin and gazed into her jade green eyes, "especially when I love its president." He kissed her. "I made the right choice in coming out to Arizona and I'm glad you're with me."

"I am too, Tiger." She grinned broadly and embraced him. "I love you too."

Clark hugged his wife's shoulders as they watched their friends embrace. Life would get better. That was for sure.


Chapter 13 [The next day]

[New Sanctuary]

Spidey reclined on the bio bed and looked around anxiously at the highly advanced lab. While he knew that Adam was a genius, the computerization left him wonderfound. "You all really hang out here?"

"Yes. This is our 'clubhouse', you might say," Darkstar replied from across the room, allowing herself to grin at the end of the comment. "Relax, Spider-Man, the process is quite painless."

"I agree," Adam concurred from the console where he calibrated the scanner, "Just sit still." He pressed a button and started the process.

As the overhead projector brushed him with light, Spidey felt no tingle from his spider sense. I guess everything must be okay. Then he saw his overall readings on the screen. "What's that?"

"We keep a record of every mutant we encounter. Just routine," Emma pointed out from her computer console. "Don't worry; your information is kept confidential."

Adam observed the imaged DNA. "This is amazing. You are quite the individual, Spider-Man."

"Thanks. I try to eat my veggies every day," the Wall Crawler deadpanned, getting up from the bio bed.

"Not to mention those recuperative powers of yours," the geneticist assessed. "I can't believe that leg healed so much overnight."

"Chalk it up to clean living," Spidey cracked. And MJ making me sleep all night at the Kents helped too. He smiled at the thought of his girlfriend. "Thanks for the clean bill of health."

"It's not totally clean yet. You really should give yourself a couple more days of rest," Emma pointed out, checking the console.

"I will. Hey, even Your Friendly Neighborhood Spider-Man needs a Christmas off every now and again. By the way, which way to the living area? I need to speak with someone in private."

"Down the stairs and to the right," Darkstar told him. "By the way, it is nice having you as an ally rather than an unknown factor, Spider-Man."

"Nice to be known that way," he replied, walking out the door and making his way down the stairs.


MJ sat pensively looking toward the lab area. While she relaxed on the soft auburn cushions, she also worried about her boyfriend's condition. "I hope he's okay."

"He will be," Lana assured her. "I still can't believe that leg healed so much overnight."

"We're all unique in our own way," Clark chimed in. "My folks were happy to help out."

"I really appreciate how they put us up, Clark," the redhead expressed.

"It was their pleasure," he replied, giving her the Kent smile. "You're both our friends."

"And I appreciate how you're keeping my secret," Spidey added from above.

The trio looked up to see the Wall Crawler sticking to the ceiling high above them.

"Can you come down here?" MJ requested.

"Whatever the lady wants," Spidey deadpanned, descending upside down on his web line until he was three feet above the floor. Then he executed a flip, alighting on the floor. "The lady gets."

"I take it the leg's better?" Lana asked.

"It's getting there. Give me another day or two. Meantime, I think some normal Christmas celebrating will be good for all of us," Spidey suggested.

Clark exchanged enthusiastic looks with his wife before agreeing, "Yeah. I think we're all up for that. Come on, I think the others are getting ready to leave for Tucson. You can ride with us."

"As if I'd let you hitch all the way to Tucson with that leg, Tiger," MJ interjected.

"I guess not," Spidey conceded. "Lead on, gang."


[Dubois Condo]

The Child sat at the kitchen table, fuming over the situation. This sucks! Why did Ah let 'im hit us with that crap? For the past several hours, he had tried to let Dave back out. For some reason, he couldn't do it.

Angie came over and set a cup of tea down in front of him. "It's okay."

"Nah it ain't!" he protested moodily. "Ah know ya'll don't want me 'round."

"That's not true," she countered. Well at least not entirely so. Don't get on him now, Angie. He's already feeling bad enough about things. "This will pass. Meantime, you're here with us."

"Well, Ah do git to sit with the kiddies," he conceded.

"See? It's not so bad. We'll get some help with this. Now just relax," she urged.

He stalked across the room and slumped onto the couch. There he fell asleep.

She pulled a blanket over him, allowing him to sink deeper into his slumber. "Sleep well." Dave, we'll get you back. You'll seeƒ.


[Arighatto residence, Smallville]

The Overmind opened his eyes and stirred back to consciousness. The room was dark with the curtains drawn over the windows. He found his torso wrapped in gauze bandages. "What is this?" he roared.

"Take care, my friend," a voice advised from the darkness as the speaker flipped on the switch. "You were almost a dead man back there."

Yodoshi approached him cautiously. "It's good to see you awake, my friend. I am Lord Yodoshi. I pulled you away from the battle with the Kent boy and the Dark One."

"That one is more powerful than I would have thought," the alien hunter noted.

"Yes. He is very powerful and so is Xena„the warrior woman you fought with. To get to Clark and Lana Kent, you will need to go through them. I can help you find them," the samurai told him. "And we have friends to help us as well." He snapped his fingers.

On cue, Eckhart entered the area with a cocky gait and a grin of equal proportions. "It's good to meet you. I am Maison Eckhart and you are?"

"You may call me the Overmind. That is all you need to know," the Overmind retorted, climbing off of the couch. "I want to find them NOW!"

"Patience is required. You need to heal. Believe me; when you're back at full strength, then we'll move on them," Yodoshi advised.

"I can afford to wait a while longer, but you'd better be right!" the Overmind snapped.

Yodoshi peered out the window toward the west and smiled broadly. Oh I'm right. And when I lead this warrior into the desert, he will help me deal with the Kents, Xena and Dubois. Miranda, you will be mine. I swear it.

Onto Part 3

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