"You look like you need a friend." A woman's voice stretched languidly out of the darkness of the Phantom Zone and touched Clark icily. "Son of Jor-El."

"Who are you?" Clark asked, looking around. His abilities seemed to not exist here, and the woman's chuckle sent chills up his spine.

"A condemned criminal, like just about everyone else here." The woman materialized out of the darkness, and Clark could now make out her features. His first thought was that she reminded him of a beautiful vampire, her skin marble white and free of any wrinkles, the eyes a cool and frosty blue and cheekbones sharp enough to cut leather. "Except you." As she came closer, Clark could make out the rest of her, all tight curves in black body armor, wicked looking, pointed fingernails capping each finger. "It would be quite delicious, if you hadn't been served to me here in this void." Her smile reminded Clark of a wolf. "Ursa. Mistress and lieutenant of Zod."

"Zod." Clark repeated, looking around. "How did he get out of here?"

"Zod couldn't be held by this…" Ursa looked around with a small smile playing on her lips. "Especially in spirit. Your father made a serious mistake there."

"And if you are so important to Zod, why did he leave you here?" Clark asked, and the older woman nodded, her eyes taking him in.

"I will be released once I complete my task." Ursa ran a fingernail down Clark's chest, ripping through his thin, blue t-shirt, leaving a long scratch that stung like fire. "Little boy. My orders are to destroy you completely. Leave you broken, so that Zod may remake you. The ultimate revenge against his greatest enemy, Jor-El." Her hand felt like ice on Clark's cheek. "How absolutely charming you are. So sweet, so innocent, so warm," Ursa licked her lips, revealing sharp, pointed teeth. "So unspoiled. It makes my orders so much easier to follow." Her nails sunk into the soft flesh of Clark's face, stinging and burning. Clark did not flinch, or make a sound, keeping his face expressionless, green eyes blazing. Ursa's blue eyes widened and her smile grew more vindictive. "Oh, Kal-El. You are brave, too. Just more and more appetizing. Well, no matter. I'm sure I will find a way to bring you to your knees."

There were hands everywhere. All Chloe Sullivan knew was that it seemed like every criminal in Metropolis had grabbed her, were searching her for valuables, trying to violate her. The faces and voices blurred and in her fear and desperation, Chloe could only register their hands. Help me! There was no screaming, at least Chloe could not register that she was screaming anymore. Blindly striking out, Chloe felt her hands make contact with noses, eyes. She struck and kicked at everyone, until a strong pair of hands grabbed her and pulled her free, arms like iron bars held her protectively. Clark! Chloe thought, but the voice she heard was not Clarks. From what she could see, her savior was wearing a dark business suit, and he a short blond beard.

"Get back!" Her rescuer's voice was deeper, more mature than Clark's. "One little black out and you people lose your minds. I can't wait to get back to Seattle."

Two men stepped closer, and then thought better of it and ran. The rest of the crowd walked away, grumbling at their interruption, but unwilling to challenge the newcomer. The alley was empty, except for Chloe and her savior. He released her, putting his hands on her shoulders. "You okay? I don't think the hospitals here are going to be much good right now." The man was in his late twenties, strongly built with long blond hair. His blue eyes scanned her quickly. "Doesn't look like anything is broken. They attacked my car as I was coming from a meeting at Luthorcorp. Lionel and I left at nearly the same time." He looked around. "Have you seen Lionel?"

"He tried to help me, but when I got into the limo, the crowd attacked." Chloe gasped, looking around. "We should probably try to find him."

"We?" The older man smiled, cocking an eyebrow. "You just got pulled from a rampaging mob. Don't you think you should take a breather, or something?"

"I'll breathe better when I know that this is all over." Chloe answered tartly. "And once I know your name, so I can thank you."

"Oh, I'm Oliver Queen." He grinned, bowing. "At your service, my lady."

"Chloe Sullivan." She eyed him, running through her mental fact files. "Are you the Oliver Queen who is working with the Luthor Foundation on those literacy programs in underprivileged areas?"

"That's me." Oliver nodded. "Listen, sweetie, we'd better not waste too much time sharing the facts here. If Lionel is out there, he could be in serious trouble."

"You're right." Chloe looked around. "Let's go."

"Wait a minute." Oliver grabbed Chloe's arm. "You'd better stick with me, there, lady. I'm only one man."

Chloe looked down at Oliver's hand on her arm and then looked up at him, quizzically. "Look, I appreciate you helping me, Mr. Queen, but.."

Oliver chuckled, but did not let go of Chloe's arm. "Nothing doing, Chloe. You're sticking with me. We'll find Lionel together."

Lois opened her eyes, blinking. The cabin pressure had stabilized, and the plane was still in the air, but was lower, coming in for an approach. She checked Martha Kent, and found a pulse, so she got up and pulled down the oxygen mask, slipping it over Martha's face. Feeling her stomach turn, Lois closed her eyes, rode out the wave of nausea, and then headed for the cockpit door.

"Hey, in there." She yelled as she pounded on the door. "You nearly got us all killed. Want to put away the bong and land this thing?"

"You humans. So trite, so unaware of the bigger picture." Fine stood behind her, his voice cool and without inflection. "Being bait shouldn't be so hard."

"Look, I don't know who you are, or how you got onto this plane, but either you're going to help me, or stay out of my way." Lois said, balling her hands into fists. Adopting a defensive posture, Lois bounced lightly on the balls of her feet.

"Such trouble. And for nothing." Fine tipped his head, observing Lois. "No harm will come to you or his mother. Not yet."

"His mother? What does any of this have to do with Clark?" Lois asked, shock causing her to almost slip out of her defensive stance. "He's just a farmer's kid from Smallville, Kansas."

"Appearances can be deceiving, Ms. Lane." Fine reached across the space between them and tapped Lois on the temple, knocking her unconscious. "Just stay quiet, and enjoy the rest of the trip. We should be landing soon."

"What would cause you more pain?" Ursa's voice mocked Clark as she walked around him. "I could torture your body, but physical wounds heal." She stopped, leaning close against his side, her breasts pushing into his arm, her nails raking into his scalp like drops of acid. "And why spoil such a perfect specimen permanently? I may want you when Zod is busy.."

Clark felt her breath against his ear, cool and dry. "There really isn't anything you could do to me." He said, calm and defiant. "You can't affect people on Earth, either. You're just as helpless as I am."

"Oh, I think there might be something." Ursa purred, and she held out a glowing stone. "This jewel is from our mountains. With it, I can play with your mind as if it were nothing more than a lump of clay." She closed her hand around the stone, smiling. "Wouldn't you like to know what happened to your friends, the humans, back on Earth? I could show you…"

Clark gasped, and then collected himself. "I couldn't believe anything you would show me. It would all be lies."

"Lies? Oh, Kal-El." Ursa laughed. "Why would I lie, when the truth would be so much more painful for you? Your human pets, wounded, violated, shamed or better still, dead? Even I could not be so cruel as to hide that truth from you." She opened her hand again, and the stone was shining, bluer than anything Clark had ever seen. "Look into the stone, Kal-El. See for yourself. Then, when you've had enough, I'll make sure you see even more."

Not able to stop himself, Clark stared deeper into the stone, seeing the image of Chloe begin held down on a rioting street in Metropolis, his mother unconscious on a plane, Lionel being tied to the under carriage of an overturned car…and Lana, wrapped in the embrace of Zod. It was the image of Lana that snapped Clark into awareness again. These were illusions, there could be no real way to know if they were true, and Zod had banked too much on Clark's feelings for Lana and her feelings for him. They had given Clark a way out of this particular trap and now, with the knowledge that Chloe, Martha and Lionel were in danger, a renewed desire to get out of the Phantom Zone as fast as possible.

"You can't control me, Ursa." He groaned, fighting the effect of the jewel kryptonite. "This is all an illusion."

"You say?" Ursa asked, shocked. She tapped the little cuts on his cheek where her nails had dug into him moments before, making them sting again. "Not enough? Perhaps more?"

"You should take a look there yourself." Clark said, the pain bringing him more into the present. "Zod has replaced you. With a human."

"What!" Ursa snapped, looking into the blue crystal. "It cannot be!"

"But it is." Clark told her. "That's Lana. She is the girlfriend of the Vessel Zod chose. You have to know what is going on. Zod has no intention of freeing you or anyone else from this prison. You've been lied to."

"That makes two of us who might want to know, Clark." Lex's voice filled the void of the Phantom Zone with its wry tones. "After all, Lana has a way of making sure she's got the best deal, doesn't she? I should have seen that coming, I guess."

"Lex?" Clark looked around, and saw the ghostly image of his former friend hovering in the darkness of the Phantom Zone. "How much do you remember?"

"Enough to know that you didn't want to kill me, even though that would have stopped everything." Lex said, a smile turning one corner of his mouth upward. "Enough to know that your secret was worth protecting as well as you did. Enough to know that Lana has some, explaining, to do when I get back. " He chuckled. "And I am getting back."

"Fools." Ursa growled, throwing the crystal into the murky depths of the Phantom Zone. "There will be no place that is safe when Zod releases me from this prison!" She began to hurl herself at the walls of the Phantom Zone, cries of rage pouring out of her like liquid anger. "That human woman and all human women will pay for this indignity!"

"Clark…" Lex's voice was almost a figment of Clark's imagination, it was so low. "Get the hell out of here. Come on...there's got to be something, some way for you to get out of here, so I can get my body back."

"I'm going to have to find someone who knows more about the Phantom Zone." Clark replied. "You've been here longer, Lex, did you see anyone who might know?"

"A whole ten minutes longer, Clark." Lex's voice was full of amusement. "I'm good, but that's a little much even for me."

"Alright, let's go." Clark moved slowly away from Ursa, slipping into the darkness, Lex's vapor form following.

"Holy crap." Oliver Queen gasped, as he and Chloe made their way out of the alley and onto the main street. Downtown Metropolis was destroyed, broken plate glass and burning hulks of cars everywhere. "This is too much."

"Take the video games and computers away, and this is what happens." Chloe said, wryly, and Oliver snorted.

"I've seen people in third world countries give all of the nothing they had to help a neighbor with less, Chloe. I've watched hungry children go without so their younger siblings could get enough food to sleep the night. That's people, that's what happens. This is madness. What's going on over there?" Oliver pointed, and keeping a tight grip on Chloe's hand, made his way toward the group of people that had gathered around a car that was standing vertically on one end.

Lionel Luthor had been tied to the chassis of the car, beaten and bleeding. His head hung limply between his shoulders, and Chloe gasped, feeling the sting of tears behind her eyes.

"Kill him, he's the devil!" One person shouted, holding a blazing torch in one hand. "It's probably some damned LuthorCorp experiment that did this!" The crowd murmured assent, and some moved toward Lionel, talking amongst themselves about how they would spill his blood. 'Yeah! He's the one who should be suffering!"

"Damnation." Oliver Queen spat, reaching into the duffel bag he carried and pulling out a large bow and an arrow tipped with what looked like a small bomb. "I'm glad I thought to come armed to Metropolis. Geez." He loaded the bow, and then looked at Chloe. "Stay behind me, short stuff, this is going to be loud and bright." Chloe ducked behind him, and Oliver let the arrow fly. Exploding over head, the arrow let out a piercing shriek, causing the crowd to flee. Chloe looked around, and seeing everyone had run, she darted out from behind Oliver and ran to Lionel. The sad fact was, that Lionel Luthor had seen better days. His eyes were closed and his breath was coming in fast pants, pain etched deeply on every feature of his face. Chloe's heart beat wildly, and she lunged forward, her hands pulling uselessly at Lionel's bonds.

"Lionel!" She cried, tearing at the ropes around his ankles. "Oh God!"

"Miss Sullivan." Lionel said weakly, a smile playing on his broken lips. "I have to say, you are quite the surprise."

"I had help." Chloe said her voice quavering, as Oliver Queen cut Lionel's restraints with a sharp knife, frowning. Lionel's eyes widened in surprise, and he sighed, relieved.

"Mr. Queen. Thank goodness. I had feared for you as well. I hope you won't let this affect your plans to help the underprivileged here in Metropolis."

"Slow down, Mr. Luthor." Oliver said gently. "We'd better get someplace safe before we find ourselves on the wrong side of that mob. My plane is at the municipal airfield. Can we get there from here?"

"The heliport is closer." Chloe replied, looking around "Is the Luthorcorp helicopter there?"

"If it hasn't been destroyed by the mob, yes." Lionel nodded. "We can definitely make it there."

Oliver Queen lifted Lionel up, holding the older man in his arms as if he weighed nothing. "Let's get there. I'll fly us the hell out of here so we can re-group."

Zod surveyed the burning, screaming cityscape before him, through the heavy plate glass window. The human woman slept at his side, weak and frail, but strong in her allegiance to the body Zod had claimed. She appealed to him, something in her very fragility that Zod found quite endearing. When Ursa came, Zod would give the human to her as a pet, a pet he would also find uses for. Meantime, the vision of this city burning, and other cities across this continent suffering the same fate made Zod content. It was not Kryptonian blood being spilled, but it was nearly as good. The world hand chosen by his former friend would serve as a surrogate for Krypton, bearing the punishment the destroyed world deserved. Banishing the thought of Jor-El, the image of him reinforced by the sight of Kal-El, a grown man, Zod found another image, one more unwelcome and twice as painful. Lara Lor-Van, before she became the wife of Jor-El. He looked at the frail human called Lana. She bore no resemblance at all to the glorious girl Zod had loved in his youth, but Kal-El had, his mother's selfless devotion to her friends shone through any physical resemblance to Jor-El, and Zod hated the boy all the more for it. Let Ursa have him in the Phantom Zone. Let all the criminals sent to Jor-El's creation take their blood revenge out on the boy forever. And then, maybe then, the ghost of Lara would be gone forever. Lana stirred, moaned "Lex" softly and drifted back to sleep. Zod ignored her, instead admiring the blood red sky with no trace of blue to be seen at all.

"NO!" Ursa's howls echoed through the darkness, and Clark moved as quickly as he could, feeling Lex's presence the whole time, never leaving his side. They had found no one to help them, none willing to even speak to Clark. A large, mute Kryptonian sat not to far from where Ursa had made her appearance, waiting. He barely acknowledged Clark's presence and sat attentively as Ursa railed against Zod. Soon, all they could hear of Ursa was her deep, rasping sobs of despair and rage.

"This is some place." Lex said, and Clark felt himself smile. "Really. I gotta hand it to you, Clark. Your people really know how to torture each other."

"Yeah, thanks, Lex." Clark stopped, and looked around. I'm not a criminal. I'm not guilty of anything. The Phantom Zone cannot hold me, Clark realized, reaching out, he touched the wall, releasing all the feelings of guilt and frustration he had in him. His hand passed through the wall. "Lex. I think I figured out how to get out of here. I have to get you out too."

"Clark, send that body snatching creep back here, and I think I'll be able to get back on my own." Lex said simply. "I'm pretty sure I could find my way back."

"Find something to carry you in…" Clark looked around.

"No, Clark. Listen." Lex's voice was very calm. "I can't go back until my body is, heh, vacated. You have to stop Zod. Go." Clark looked over at Lex's vapor form and he was smiling. "And, Clark? Tell Lana I said hi."

Clark nodded, and pushed his hand through the wall of the Phantom Zone, and then his head and shoulders. Soon his whole body was freed, and willing himself to fly, Clark soared back toward Earth, leaving Lex behind.

It was time for Zod to answer for everything, and Clark was the man for the job.