----------

We pick up where we left off in the Pilot. Lana has just returned from the Homecoming dance and goes to her room to change. She takes off her tiara and puts it in a drawer full of other tiaras (poor little princess). She finally notices the box sitting on her bed, which she opens. Many beautiful butterflies flutter around the room.

In a tree, Greg Arkin (played by Chad E. Donella, who did a wonderful turn as Rob Roberts on "The X-Files") spies on Lana with a set of binoculars (also specially made by Peeping Tom^TM brand spyware). Instead of being creeped out, Lana seems entranced by them. She apparently hasn't heard that age-old adage: "If you find a box of insects placed on your bed, beware for they may be from someone who molts."

Greg finally leaves and goes home, where he is confronted by his mother. She's found all the tapes he has accumulated of his spyventures of Lana. He's pissed, she's pissed, it's all-around bad news. But he's far scarier with his greasy hair and bad skin. Mrs. Arkin laments that she's in a garden club with Nell, who she can't face now that she knows her own son is videotaping Nell's niece. She also implies that his habit of collecting insects is disgusting. She then threatens that she's going to call a military school.

GREG: Hey! Who's gonna take care of my bugs?! (Yeah, Mom, WHO?!)

Greg goes up to his room which is filled with tanks and tanks full of ... you guessed it, bugs. From his backpack he removes a jar that's filled with flying bugs and they're glowing green. He tells them that he'll take them somewhere safe. (What about the others? Don't they deserve a chance, too?)

Later that night, Greg is driving in his car (appropriately, a VW Bug) with what we assume are all the tanks from his room (so he DIDN'T forget them, that's nice). He hits a bump in the road and one of the tanks fall. Bugs, glowing green, start to buzz around him. He's trying to wave them away but there are too many, and he loses control of the car and crashes into a tree. The car is surrounded by a green cloud now, and Greg is screaming.

----------

The next morning, Mrs. Arkin knocks on Greg's door. When he doesn't reply she opens the door and sees that the bug tanks are gone ... and so is Greg. She leaves, and that's when we see that Greg is suspended on the ceiling, looking extremely gross indeed.

----------

We're flying over Smallville. We pass fields and homes and fly right into Lana Lang's bedroom window. She's sleeping. We lose the first-person POV and now we can see that Clark is floating, horizontal, above Lana (that's right, Clark Kent and Lana Lang, horizontal with one another). He smiles, happy. Then she opens her eyes.

LANA: It's all your fault, Clark.

She closes her eyes again. From offscreen we hear Martha call "Clark!" and Clark wakes up, floating above his bed. When he opens his eyes he crashes down, causing the bed to break as well. They're leaving for the Farmer's Market in 15 minutes and he hasn't done his chores! For anyone else, this might present a problem.

----------

At the Farmer's Market, Martha, Clark, Chloe, and Pete are setting up the Kent family produce. Lana and Whitney come into view, and Chloe mocks their status as Homecoming royalty. Lana tells Clark that she didn't see him at the dance the night before, and he responds that he was "a little tied up," giving Whitney a meaningful look.

Jonathan appears, congratulating Whitney on a great game and otherwise making nice (he's nice to WHITNEY and not to LEX which just goes to show you what a poor judge of character he is). Clark goes to get some other boxes, and Whitney follows.

WHITNEY: Kent. You realize that last night was just a joke, right? (Ohh, right, and all those things you said about Lana was just part of the act ... sure.) Hey, I need that necklace back.
CLARK: I don't have it.
WHITNEY: Look, it's Lana's favorite, so --
CLARK: So then you better go out to that cornfield and find it.

(Woohoo! Go Clark!)

Lana's in another part of the market looking at a butterfly wind chime when Greg sidles up behind her. His face has cleared, his hair is slicked back, and he's dressed a lot better. He startles Lana, who seems slightly perturbed at finding him so close behind her, but attempts to be normal and nice. Greg asks Lana for help with their Lit assignment, and they agree to meet at the library after school. Whitney shows up to play Jealous Protective Boyfriend, but of course we think he looks like a fool, knowing what we know about Greg. We're not sure who we despise more.

Clark observes Whitney and Lana kissing by Whitney's truck. Lex, who has suddenly materialized, observes Clark.

LEX: Can't knock your taste in women.

Lex and Clark discuss what happened the night before, Clark saying that he just wants to forget about it, Lex seems to have assigned himself as Clark's protector, and thinks Clark should be more riled up than he is. Jonathan appears and is more civil to Lex this time around, which Lex seems to appreciate.

Jonathan leads Clark away for more work, and Lex gives his full attention to Lana, who is talking with some friends nearby. (We know from that look he's going to get himself involved some way or other.)

----------

Whitney's in his truck driving down the road. Greg sees him coming and scales a tree. As Whitney passes, Greg jumps onto the hood and starts pounding, which compromises the roof. Whitney loses control of his truck (not ONE of these Smallville people have NOT crashed when they've had the opportunity) and it flips over.

Miraculously, the Kents are driving on the same road, quickly approaching the crash site. (I'm going to say that this is looooong after the Farmer's Market, given that Whitney left the market early, when the Kents were still setting up their wares.) They stop, and Clark rescues Whitney from his truck, using his body to shield Whitney when the truck explodes and a ball of fire roars around them.

When the danger has passed the Kents run over to Clark. Jonathan can't even touch Clark's clothes, they're so hot, but he seems completely fine. Whitney coughs, assuring us that he's still in the land of the living.

----------

Later in the Kent house, Clark and Jonathan discuss Whitney's condition (he's fine, but doesn't remember anything) and how Clark freaked Martha but made her proud at the same time. Clark also tells his father about his floating experience earlier that morning. Jonathan doesn't have any answers, which he wishes weren't the case. Clark admits that he's scared because he doesn't know what's happening to him.

----------

At the Luthor mansion, Lex studies Lana's necklace before placing it in a small, black, heavy-looking box.

----------

Lana's just finished a ride on her horse and has dismounted in the barn. Lex surprises her with his presence. She doesn't seem particularly surprised to find Lex Luthor there, and isn't at all intimated, showing a side of her we've only glimpsed at (when Clark surprised her at the cemetery ... apparently, she doesn't like surprises). In fact, she's quite cheeky considering who he is and the fact that her aunt does business with him.

Lex tells her that it's nice to finally meet her, but she informs him that they've already met.

LEX: I seriously doubt I'd forget meeting you.
LANA: You were a little preoccupied at the time.
LEX: I get the feeling I didn't make a good first impression.
LANA: When I was 10, 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. (She sounds so disapproving one wonders if she's really that much of a prude or if there's another reason she should be so bitter about this.)
LEX: That was you? Wow. You're all grown up now.

This seems to break the ice, and Lana turns back into the nice, smiling girl that we're used to. They make some small talk, then Lex casually brings up Lana's necklace (which of course, he has), Whitney, and the fact that Clark saved the latter's life.

LEX: Kind of 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. (Oooh! Back to Sassy!Lana)
LEX: You just seem more interesting than that. While you're nursing your boyfriend back to heath, ask him what he was doing before the big game.

This brings up Lana's hackles (not that they haven't already been up the whole time Lex was there), and she defends Whitney, but it's clear that Lex has accomplished his goal of planting a seed of doubt.

----------

We're back at the Arkin house. Mrs. Arkin enters with some groceries and goes to the thermostat because it's apparently very warm. Sure enough, the indicator reads 103 degrees Fahrenheit. Needless to say, she immediately begins to hunt for her son, heading for his room. Along the way she sees the dirty tracks along the walls, and is getting more pissed by the second.

She bursts into Greg's room, which is covered in some kind of thick web material. Greg appears behind Mrs. Arkin, barechested (and possibly bareeverything).

MRS. ARKIN: What the hell has gotten into you?
GREG: About 2 million years of intelligence and instinct.

Mrs. Arkin still doesn't understand that her son Greg has turned into BugBoy, and he stalks her around the room. He explains what's happening to him: "First, I'll eat. Then I'll molt. And then I'll mate."

Finally Mrs. Arkin gets that she's about to become insect food, and this is confirmed when Greg opens his mouth, out of which shoots the web-like material.

----------

Clark is at the Luthor mansion. He studies a miniature city of Troy that sits on a table. Lex arrives, and the two of them have a light, easy banter. Clark is there to drop off produce, and he apologizes for his parents about giving Lex a hard time.

Clark remarks on how cool the miniature city is.

LEX: It was a strategy tool. My father equates business with war. Take the battle of Troy. It started because two men were in love with the same woman. (That thump you just felt, my friend, was the big anvil of foreshadowing falling on your head. Trust me. As far as this show is concerned, they gave it all away right here -- where it's all going. But for the moment, they're using it to illustrate a similar situation with different players involved.) Kind of like you and the quarterback.

Clark says that if he and Whitney are at war, Whitney's pretty much won. Lex assures him that it's not true, and that he doesn't believe Lana is as infatuated with Whitney as Clark might think. Lex says that he has Clark's Trojan horse and goes to get the black box where he put Lana's necklace. When he opens it, Clark immediately starts to look sick, which concerns Lex. However, once he closes the box, Clark is immediately better. He asks Lex what the box is made of, and Lex replies that it's lead, a gift given to him by his mother.

Lex hands the box over to Clark, who objects. Lex gets frustrated and insists that Clark accept the gift. His advice: give Lana the necklace and tell her what happened. Clark takes the box, smiling briefly.

----------

We're at Smallville high school. Lana approaches Whitney at his locker and starts grilling him about his whereabouts before the big game last Saturday.

WHITNEY: I was warming up.
LANA: So you didn't grab Clark and hang him up in a field?

She's very confrontational here; clearly she's already learned the truth elsewhere. She seems extremely disappointed in Whitney and asks for the return of her necklace, which of course he does not have. Whitney, to give him credit, doesn't prevaricate, but admits that he lost it. (Of course, he doesn't tell her =exactly= how he lost it.) Lana is rightfully upset, but she doesn't completely flip out. She storms away, bumping into Greg. She's completely forgotten about their study session.

Distracted, she apologizes and asks if they can reschedule. Because he's a big freak (now), and plus he's got to, you know, mate, he's completely not understanding and not at all happy that she's blowing him off (granted, he wouldn't be out of line for feeling this way normally, but she's obviously upset). Lana tells him that she doesn't have time at the moment, that she really needs to see Clark (oh sure, sic BugBoy on Clark). She finally makes her way past him.

----------

Clark is outside his house, studying the lead box. He opens it and the necklace glows. His hand, near the necklace, becomes all veiny and squiggly green. It's quite sickly looking. He closes the box and his hand becomes normal again.

He heads up to the barn loft. Lana is there and he quickly hides the box under a blanket. He greets her with little enthusiasm.

LANA: Did you know you can see my house from here?
CLARK: No. Really? (pause) 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 launches into an apology about Whitney and "the whole scarecrow thing," which of course Clark brushes off as ridiculous since she didn't have anything to do with it (even if her damn necklace was the reason he was overpowered). Clark wants to know who told Lana, and she tells him that Lex dropped some breadcrumbs that she followed.

LANA: I thought I knew Whitney. Now I wonder what else I've been blind to in my life. He even lost my favorite necklace.

Clarks looks guiltily at the box hiding under the blanket and asks Lana if she can get the necklace replaced. She explains the whole thing about how it was made from a fragment of the meteorite that killed her parents. She tells him she's glad he's okay, then takes her leave.

----------

Greg is showering. Using a loofah, he begins to scrape away his skin. We see it dropping by his feet, going down the drain. It's incredibly disgusting.

----------

In the barn, Jonathan is attempting to do something to a machine that has a bunch of sharp blades protruding from it. Clark offers his assistance but is distracted by something he hears. Looking around, Clark finally sees Greg, who is waiting to pounce. Greg jumps on Clark, who tosses him away with super strength. Jonathan hears the scuffle and immediately runs up.

Greg has disappeared again and Clark cautions his father that there is someone in the barn. Suddenly Greg jumps on Jonathan, knocking him over the railing. Clark uses his super speed (though we see him move normally, and everything else is in slow motion) to cushion his father's fall onto the waiting blades of the machine.

Later, still in the barn, Jonathan and Clark are discussing what happened with Martha. Clark says that he saw the attacker's face and he thought it was Greg Arkin. It's revealed that Clark and Pete used to hang out with Greg in grade school. (How sad.) Clark can't think why Greg might want to hurt him. They look at the slimy footprints Greg left behind and Jonathan is skeptical, saying that it's kind of "out there."

MARTHA: This, coming from the man who's been hiding a spaceship in the storm cellar for the last 12 years.

To which Jonathan has no choice but to concede the point. Bwahahaha.

Clark asks his father whether Jonathan has ever wondered about all the weird things that happen in Smallville, and shares Chloe's theory that it all stems from the meteorites that arrived with him -- which would make it all his fault. Jonathan thinks a more likely explanation is LuthorCorp.

JONATHAN: God only knows what that fertilizer plant's been pumping out over the last 12 years.
CLARK: LuthorCorp didn't kill Lana's parents.
JONATHAN: Neither did you, son. You can't blame yourself for something you had no control over.
CLARK: Dad, I know. I still feel responsible. (And that's why we love you, silly boy.)

Clark wants to know how he can make what he feels go away.

JONATHAN: You can't, but that's what makes you human.

----------

At school, Clark questions Chloe about Greg. She says that he hasn't seen Greg at The Torch for a week. Clark is distracted and cryptic. Chloe complains about how he shuts her out and asks if he's outgrowing her.

CLARK: Chloe, I could never outgrow you ... other than vertically.
CHLOE: It's amazing how far that Kent charm will get you. (Translation: I am SO HOT for you right now.)

The two go to The Torch office, where they investigate Greg further. Clark says that he found out Greg didn't move to Smallville under after the meteor shower, so Greg couldn't have been affected the same way, say, Jeremy Creek was. But of course, Chloe points out that Greg's bugs probably =were= exposed, and there aren't more bug people running around because you need a certain level of toxins to cause a mutation -- attacked by swarms. Chloe points out that bugs have a very short life cycle, and hopes that Greg isn't in mating phase.

----------

Clark, Chloe and Pete are at the Arkin house, peering into the windows. Pete and Clark note that the place is remarkably messy, when Mrs. Arkin was a neat freak. They also recall that Greg's father had built "a killer tree fort" in the woods, which Clark never liked because he got dizzy walking to it.

Chloe, uninvolved with this trip down memory lane, has gotten a window open (B&E never occurs to these kids). We next see the three of them looking at the molted skin in the tub. Pete takes pictures while exclaiming over how disgusting it is (couldn't agree more).

Always two steps ahead, Chloe calls to them from Greg's room. She has put in one of the Lana tapes from Greg's collection.

CHLOE: I think Greg's found his mate.

Clark goes over to an area of webbing in the corner and rips it open. Mrs. Arkin's dead body pitches forward, and Clark shouts Lana's name in alarm.

----------

Lana is in the barn, feeding the horses. Whitney has come to seek her out, to make amends. He confesses that when he saw her with Clark that one night, he freaked out.

WHITNEY: I guess I got scared, and did something stupid. I would do anything to take that back.

We'll never know what Lana was going to say in reply, because Greg has appeared out of nowhere and tells Whitney that it's too late. He dispatches of Whitney pretty quickly, and corners a frightened Lana.

----------

Whitney regains consciousness just as Clark appears on the scene. He and Whitney are reasonably civil toward one another, and Whitney imparts the information that Greg has Lana as if Clark wouldn't be surprised by the news. Which, of course, he isn't -- but how would Whitney know that? Anyway, Whitney says that Greg headed off into the woods (though, if he were unconscious, how would he know that?) and Clark claims to know where Greg is heading, so Whitney offers to drive. Clark tells Whitney where to go and how to get there. Whitney starts to apologize to Clark, but Clark is nowhere to be seen.

----------

Clark has already made it to the old tree fort with his super speed. Lana is encased in webbing, unconscious. Clark rushes to her rescue, but Greg's voice stops him. Clark tries to reason with Greg, saying that Greg has become a slave to his instincts and that he won't take Lana. Greg has a rosier view of his situation, and eventually the two of them get physical, barreling out of the fort.

Greg runs off to the "Creekside Foundry," and Clark quickly follows. Inside the foundry, Clark is ill right away -- there are fragments of meteorite all over the place. Around so much of it, Clark is seriously wiped out and can do nothing when Greg hits him with a pipe, sending him flying. Greg, seeing that Clark hadn't changed, that he still got sick around this place, takes advantage and starts tossing him around.

Clark finally finds some protection and relief behind a (convenient) slab of lead. Or rather, that it's lined with lead. In any case, he turns back to normal. Greg continues to taunt Clark, who appears behind him. Greg reaches out to manhandle Clark again, but this time Clark's ready for him and tosses Greg far and wide. Greg comes to a standing position slowly and grabs a chain above him to help him up. In the process, he accidentally hits something that drops an enormous, heavy-looking metal thing right on top of him.

There's no blood or brains or dismembered body parts. Where Greg used to be, hundreds of bugs are now scurrying away.

----------

Someone peels the webbing away from Lana's face. She wakes up and gasps, alarmed. It's Whitney, who assures her that she's safe.

Clark appears moments later and gets to watch Whitney be the hero, hugging Lana and helping her walk to his truck.

----------

Clark deliberates in his loft over Lana's necklace. Finally, he makes his way over to Lana's house and takes the necklace out of its lead home. His hand does that gross squiggly green vein thing and a look of pain crosses his face as he hangs it on the front door's knob. Lana calls out, "Whitney? Is that you?" and Clark speeds away.

Lana opens the door, looking around, but of course doesn't see anyone. She turns to go back inside when she spots her necklace. She takes it from the knob and looks around, smiling. (What does she think happened? I never get these mysterious smiles of hers. Does he think she has a guardian angel, or does she think that it was Whitney?)

From a distance, Clark watches her with a heavy heart. He begins the "long" walk home.

The End