AN : I do not own Smallville, Charmed, or any of the characters, ect. Brian and Amy are two characters i created using charmed-like powers and i am also thinking of crossing over charmed with this story, but i'm not sure yet. We'll see how it goes!

I know i am not totally following Smallville's storyline completely, but that is the point of a fan-fic! I can write them however i please. If you have any ideas or thoughts that you would like me to try to include, please review and let me know! I'm going to begin the story after Season 3 but before Season 4. Now, on with the story!

"So how is my favorite Kansas farmboy planning on spending his summer vacation this year?" Chloe, Clarks long time best friend asked him.

They were sitting up in his 'Fortress of Solitude', as his father called it. It was a place Clark spent a lot of his time. It was a loft built his father had built for him above the barn when he was younger. Whenever he wanted to be alone, this was one of the few places he would retreat to.

"I don't know about you," Clark answered, "but i am looking forward to a very boring, uneventful summer." Clark laughed a bit. After everything that happened the previous year with Lex being drugged, Lana getting hurt trying to help, and finding out that Lionel Luthor was using his blood to try and raise the dead, Clark was ready to sit back and not have to worry about too much of anything.

Chloe smiled only knowing about what happen with Lex. She also knew about Adam coming back from the dead, but she had no idea it was Clark's blood that had allowed him to do it. As Clark sat on his sofa thinking about this, he was wondering to himself exactly how much he could trust Chloe. Clark hated having to lie to people all the time. He absolutely hated it. But, he knew his secret had to come first. It was something Clark's parents had taught him all his life. He was not angry at them for it, he knew they were just trying to protect him. As Clark sat there looking at his best friend, he knew he wanted to tell her the truth, he just couldn't bring himself to do so.

"Yeah, well, not if I can help it." Chloe said, breaking Clark out of his train of though. "Come on, let's atleast go to the Talon and get some caffeine."

Clark smiled at his best friend. 'Her addiction to caffeine is well known, but it makes her just a bit too perky', Clark thought to himself.

Knowing there was no way he was going to talk her out of this, he agreed, and they left the loft to get in Chloe's car and drive off. As they were leaving the barn, they saw a familar silver porshe coming up the driveway.

"Hey Lex", Clark said to his other best friend as he got out of his car.

"Clark, Chloe", Lex nodded in both their directions.

"Hi Lex. How are you doing today?", Chloe asked.

"Actually, I'm not too sure." Lex replied, not saying anything more.

"What does that mean?", Clark asked Lex.

"Forget it Clark, it's nothing." Lex said quickly, sorry now he didn't just say he was fine. "So, what exciting plans do you two have for the day?"

"We were about to go to the Talon and get some coffee, would you like to join us?" Chloe asked him.

"Sorry Chloe, I have to go to metropolis today to take care of some things."

"Oh, ok." Chloe said not at all surprised he didn't want to join them.

"Clark? Can i talk to you a minute in private please?" Lex asked him.

"Sure" Clark replied. "Excuse me a minute Chloe" Clark said leaving her standing outside the barn.

As soon as Lex and Clark were out of ear's range from Chloe, Lex told Clark, "I think i remembered something, from before my father... you know", was all Lex could get out.

Lex's father had thrown him into a mental institution, and fried his brain the previous year. It was all to cover up the murder of Lex's grandparents, and Clark knew it, he was just too scared to tell his friend, in fear Lionel could actually kill Lex this time.

"What did you remember?" Clark asked, trying to hide his concern in what Lex remembers.

"In my room, in Belle Reeve, you were there? Weren't you Clark?" Lex spat out. "I'm not sure if this is a dream, or a real memory, and i have to know the truth."

Clark looked into the pained eyes of his friend, unsure of exactly what to say. "Clark please tell me." Lex demanded.

"Yes." Clark said, totally surprising himself. What was he thinking? How could he have said that?

"Well... How did you get there, what happen, what were you doing?" Lex threw more questions at Clark than Clark knew what to do with.

"Lex, please... just calm down.." Clark tried.

"I will not calm down!" Lex almost yelled. "Please Clark, just tell me. I need to know!. I'm seeing these things, these images of my life, and I'm not even sure if they are real!"

"OK. Lex.. Please. I was there to save you. You are right. I went there. But please, let's not do this now, can we please talk about it later?" Clark pleaded.

Lex seemed to think about it for a second, as if it were one of his daily business deals, and replied "OK Clark, just please, when you find the time, come talk to me. You know I would be there for you if you ever needed me."

There it was. 'Would he really?' Clark thought. This was yet another one of his friends he hated having to hide the truth from.

"I know that Lex." Clark said. "I promise I'll come over and talk to you later, but right now i have plans with Chloe."

"Thanks Clark" Lex replied. "See ya later." He said over his shoulder as he walked away.

Lex said goodbye to Chloe then Clark joined her at his side. They watched Lex get halfway out of the driveway before Chloe turned to Clark, "So.. What was that all about?"

"Lex wants to talk about some of the things that happen to him, I told him I would be by later." Was all Clark told her about the conversation.

Chloe didn't look like she totally believed him, but she let the subject drop. "Off to the Talon then?" she asked.

"Sure" Clark replied, smiling at her.

A few hours later after leaving the Talon, Clark and Chloe decided just to walk around the town and talk for awhile. As they were talking a man jumped out from behind one of the parked cars in the street. It was dark, and the streets were empty. The man held up a gun and demanded "Empty your pockets, now!".

Chloe was so scared she couldn't move, as Clark instinctively put himself between Chloe and the man with the gun, knowing even if the man did get trigger happy, the bullets wouldn't hurt him, but they would kill Chloe.

"We don't have any money" Clark said. "Please leave us alone I don't want anyone to get hurt."

"I swear I'll shoot you if you dont' empty your pockets!" the man with the gun said.

Clark took a step forward toward the man with the gun, and heard gunshots. He looks down at his shirt and there was only one bullet hole, what happen? As he turned around he saw Chloe falling to the ground, shot from behind in the back. There was a second gunner! Clark hadn't even heard him walk up, he was too focused on the first man. By the time Chloes body hit the ground, Clark had used his powers to throw the gunners about 50 feet from the place they stood, and they hit the ground unconcious.

"Chloe please God talk to me!" Clark begged.

Chloes eyes fluttered a bit, but she couldn't speak. Then, seemingly out of no where, Clark stared amazed at a brilliant swirl of blue and white lights that stopped and formed into a young man and woman. They couldn't have been much older than Clark himself. The man was about 6' not a very big guy, actually he was kinda skinny. He had short light brown hair, and blue eyes. The man was not built, and didn't look strong, but Clark could see there was much more to him that he seemed. Especially since he appeared the way he did. The woman, was very short. Five foot if she was lucky, with stunning brown eyes, and dark hair.

"There she is, quick!" The girl said to the man.

The man made a gesture with his hands, and Chloe stopped breathing. Furious Clark stood up. "What did you do to her!" he yelled.

"Whoa! Wait!. The man said, "I'm trying to save her!"

"Save her?" Clark repeated. "You just stopped her breathing by waving your hands at her! I know you did something to her! I could tell!" Clark was ready to pummel these newcomers from hurting his best friend. Maybe he could have gotten her to the hospital.

"He's telling the truth" the girl stepped in. "He didn't stop her breathing, he froze her in place, so she won't lose any more blood or die. But it won't last forever will you please let us save her life?" the girl pleaded.

She seemed truley sincere, Clark thought to himself. Which seemed strange to him. For all he knew, these people had never met him or Chloe before in their lives. Why would they want to help her? And how could they? "Please do whatever you can." Clark found himself saying, not sure of what other options he had.

The man that had 'frozen' Chloe stepped forward and kneeled beside her. "She's almost dead." Was all he said, then he looked up at the girl. "Amy, you know she needs to look at me."


"I know Brian." She answered. "Clark please, hold her head and try to calm her when he unfreezes her."

"How did you know my name?" Clark shot back, now somewhat nervous of who these newcomers were. "And why does Chloe have to look at you?"

Amy, clearly losing her patience answered, "Because i can read your mind, and Brian has to connect with her to be able to heal her. He has to feel her pain. Now do it! Or your going to kill your friend!"

Clark, just wanting everything to be ok, did as he was told, and kneeled by Chloes head, and placed her head in his lap.

"Ready?" the man named Brian asked.

When they both nodded at him, he made another gesture with his hands, and Chloes body started convulsing again. "Damnit she's losing a ton of blood!" Brain said. "Bullet!" he yelled.

Clark watched amazed as a little trail of blue sparkles left Chloes body and formed a Bullet inside Brian's hand. When this happened, Chloes eyes shot open with pain. "Look into my eyes, please!" Brian pleaded with Chloe.

Chloe had no idea who this man was, she was in the most pain she'd ever felt, and looked for a familiar face. She saw Clark. "Clark" she tried to scream, but it came out barely an audible whisper.

"Chloe please, this man can help you.. just look at him!" Clark pleaded.

Chloe, as always, trusting Clarks judgement, looked into the strange mans eyes as she felt her life slipping away.

Clark watched as Brian looked into Chloes eyes, and whinced, like he was in some sort of great pain. Brian had his hands over Chloe's body, when his hands began to give off a golden glow. As he did this, Brian's nose began to bleed, and he began to shake, as if in an uncontrollable amount of pain. Amazingly, Clark watched as all the blood around Chloe began to disapear, until it was all gone. As soon as it was, Chloe sat up and drew in a huge breath, as if it was the last she was ever gonna take.

Brian fell limply to the ground, shaking a bit. Amy walked over to him and stared into his eyes. Clark was wondering why she wasn't talking to him, was she just reading his mind?

"No, were communicating in our minds." Amy said, not taking her eyes off of Brian. "That hurt him really bad, I'm so happy your friend is ok, we almost lost her."

"Clark" Chloe said, looking around and shaking badly. "What the hell just happen?"

Clark looked up at amy for an explanation, but all she replied was, "You fill in Chloe, I need to take care of Brian, we'll be back." And with that, they both disapeared in the same blue and white sparkles they appeared in.

Chloes eyes got huge. "Oh my god Clark. What did you do? What did THEY do?"

Clark gave her half a smile, "Come on, lets get you home and i'll explain it best i can."

So, what do you think? Is it worth going on or should i scrap it? Please review!