Beware of the Overmind
David J. Duncan
December 2003-January 2004

Notes: The characters from Forever Knight belong to Sony Tri-Star. The characters from Xena Warrior Princess belong to StudiosUSA and Renaissance Studios. The characters from Mutant X belong to Marvel and Tribune. Spider-Man, the Overmind, the Soviet Super Soldiers and the X-Men belong to Marvel. The characters from Smallville belong to DC Comics and the WB. The characters from Dark Angel and Gene Roddenberry's Andromeda belong to their copyright holders. All other characters are fictitious and belong to me. Please send comments to

Thanks to Emily for beta reading and Judy for her sneak peek of this one.

Preface [Tucson February 2006]

Lana Lang-Kent writes.

Dear Diary,

Planning for Christmas in Smallville is always great fun! With Melissa's one year anniversary and of course, this being the first one for Lex, Chloe, Clark, and me as married folks, we wanted to make it extra special. Fortunately, our new classmates, Peter Parker and MJ Watson wanted to pitch in and help us out. Unfortunately, a threat to Clark's race appeared to cause trouble.

Sometimes, people surprise you. In this case, we discovered more layers to Peter than anyone would have imagined.


Chapter 1 [South Tucson-Day after Thanksgiving]

The new moon cast no light on the Old Pueblo, shrouding the city in darkness. Even as most people kept going on with their lives, they still watched around themselves anxiously, waiting for any sign of trouble. Aided by the flickering street lights in this regard, they continued toward their destinations.


Along 35th Street, a young Mexican couple, Manuel and Conchita Torrez, came out of the El Torriador diner. Being out of college for the weekend, they decided to take it easy and leave the cooking to someone else.

"Did we have to park so far away?" she asked pensively.

"It's only another block to go, 'Chita. Relax," he assured her.

"I know, Manny, but I have this awful feeling," she retorted.

"Chita," he sighed. Then he saw two figures approaching them out of the darkness. "Perdona nos."

"I don't think so," one of the passersby, a male Caucasian, hissed.

"We want something," his Asian companion asserted, glaring at the Manny and Conchita. He allowed his eyes to glow ruby-red.

"What are you?" Conchita demanded.

"Predators in search of a meal," the Caucasian retorted, baring his fangs as well.

Conchita screamed.


Meantime, Spider-Man swung through the night, trying to work off some nervous energy. Between Dr. Kane's projects and the papers, life really stinks! At least, web slinging gives a break to that. What do the others do when they need a break? He sighed, recalling his conversations with Mary Jane Watson, his longtime friend, classmate, and the woman he pined for. I wish we could be closer. I guess that's my cross to bear, right? At least our classmates seem really cool.

He alighted on a rooftop and pondered that last thought. During this past semester, he had enjoyed blending in with the other students and breaking out of his shell a bit. In fact, he did hang out with Clark Kent as much as possible. I should thank Lex Luthor for introducing us. Too bad he doesn't understand what it's like to be super powered.

Then a scream echoed from the dark streets below.

"Show time," he told himself, shooting out a web line and swinging toward the source of the scream. It only took him a minute to find the couple and their attackers. "Hey, guys, get your own."

"What?" the Caucasian vampire growled. "Back away, mortal! These are for us!"

Spidey sized up the two assailants cautiously. Given the vibes from his spider sense, these two were definitely more than they seemed. You wanted to work off some energy. You definitely got your wish. "I see Mom forgot to teach you two uglies about sharing, didn't she?" With that, he launched into the immortals, planting a foot in each one and driving them back.

The two vampires hissed at him. While this mortal was more than he seemed, he was a nuisance.

"Get out of here!" Spidey told the couple.

Manny and Conchita nodded and ran away as quickly as they could.

"Our food!" the Caucasian realized. "Curse you!" He lunged at the Wall Crawler.

Spidey avoided his charge, making his attacker look like a turtle. "Toro!" A kick in the latter's rear end sent the vampire careening into the brick wall.

The Asian tried next and missed Spidey as well. "Stand still!"

"What? And let you Bela Lugosi rejects sink your fake fangs into me? Not!" Spidey scampered up the wall and extended his arms and hands, palms up, getting ready to spray them with webbing.

However, the vampires tore the brick facing apart. "Come here, mortal!"

"Oh great!" Spidey leapt away from the wall just before it collapsed. As he did though, the Asian broadsided him, knocking him to the ground. "Me and my big mouth."

"Now we smear you like the bug you pretend to be!" the white vampire cracked.

Then a voice yelled, "Hey, guys! Two against one ain't exactly fair odds."

The two vampires turned to find Max, Brennan, and Darkstar behind them. "More pests?"

Spidey looked at his three backups, recognizing the two female mutants. "Hey. The more, the merrier as far as I'm concerned."

"Still finding trouble, are we, Spider-Man?" Darkstar wondered, frowning.

Brennan shrugged. "How about moving on, guys?" He allowed his hands to spark brightly.

"Mutants!" Asian hissed, recalling Eckhart's directive to kill the enhanced beings on sight.

"Your loss!" Brennan declared, blasting them with an electrical burst apiece and reducing them to ash.

"Those are some six shooters you got there, Sparky," Spidey remarked.

"Yeah well, I save them for special occasions," Brennan remarked dryly. "So you're the webbed-wonder. About time we met. You're a hard one to track down."

The web slinger shrugged. "My fanclub's on line at and I told Max where to get a hold of me. Who are you all with?"

"We're with Mutant X, Spider-Man," Darkstar informed him.

"Mutant X? Is that like the X-Men?"

"No. We are not part of that group, although we are part of a mutant organization," the Russian continued.

"You've been really shy about showin' up and takin' credit for your good deeds, Bug Boy," Max cracked. "We don't bite, ya know. How about comin' with us for a chat some time?"

"What do your Russian friends think of your being in another American group, Darkstar?" Spidey wondered, trying to make heads and tails of this information.

"Ursa Major is one of us as well. The others are back in Russia. Dos tevdanya to them," she replied. "Well? Adam would like to meet you."

"Adam? Who's he?"

Brennan smirked. "He's the brains behind our team. Relax, nobody wants to bust you or anything. We just wanted to ask you a few questions."

"I've vouched for you already," Darkstar chimed in.

"Thanks, guys, but I'm a loner. If you need help though, just keep your eyes open," Spidey declined, firing a web line toward an adjacent building. "Thanks for the save." With that, he swung away, disappearing into the night.

"Unreal," Brennan remarked, shaking his head. "Hey, Laynia, is he always like that?"

"The three times we've met-yes. Don't be fooled by his attitude. He is a worthy ally," the Russian mutant noted. "Come, Nicholas will want an update on these two vampires. No?"

"Yeah, I guess we should swing by the university and see him," Max concurred, feeling suddenly uncomfortable at the thought of telling Nick the news.


Chapter 2 [Fine Arts Museum, Campus]

Alyce inspected her latest exhibit carefully. Over much of the past month, she and Nick had done several roundtrips between the central Texicana valley in Mexico and the Old Pueblo. The Head Curator wanted this display to be extra special. Accordingly, the two vampires worked painstakingly to be sure that all of the details were in order.

"Finally," she said, wiping a bit of blood-sweat off of her brow,

"It looks great," he agreed, rubbing her shoulder, "a work of art."

"You think so, do you?" she laughed. "Why, Dr. Miles, I think you would say anything to butter me up."

He hugged her from behind and kissed her cheek. "You think so?"


He gave her a mock surprised/hurt look. Ever since Natalie and Steve had tied the knot, she had wanted to show him that she was the right woman for him. "Yeah, I guess you are."

"Good choice," she agreed, walking over to her desk. "So where has Kayla been the past few days? Usually, she's the first to help out."

"She and Martin are back in Smallville working on the cave site. She's really into those hieroglyphics. And Clark's been a big help in reading them too," he replied.

She looked at him skeptically. "He can read them? How?"

"They're written in his native planet's language," he explained. "It's a great discovery. Having Kayla write the thesis on it will help keep Clark's secrets quiet."

She blinked in surprise at him. Nick, you're riding a real tightrope on that one. Alyce, he's been doing this a long time. Trust him.

At that moment, a buzz came from the main doorbell.

"Who?" she asked.

"Let's find out," he told her. "Come on."

After the two immortals flew downstairs, she opened the door to find Max, Brennan, and Darkstar standing there. "Good evening. What brings you out so late?"

"Hey. We were looking for Spider-Man again tonight," Max commented.

Nick and Alyce looked curiously at each other before glancing at them. "And?"

"We ran into him. Unfortunately, I had to fry two vampires," Brennan reported.

"They were beating up on him. There was something else too. They mentioned something about Eckhart declaring war on mutants," Darkstar told him.

The Elder shook his head. Why doesn't Eckhart just face facts? No, he's going to do whatever he can to undermine our Community. "Thanks, guys. I'll let Janette know. Meantime, what about this masked hero? Is he with you?"

"No, he swung away. Somehow though, I don't think he's that far away," Max theorized, looking out the window. "I think he's one of the kids here."

"Could be," the archaeologist agreed. "I'll keep an eye out. Thank you for telling me about the vampires."

"No sweat," Brennan agreed. "Adam's got enough on his mind without our wall crawling friend aggravating him some more."

Don't we all? Finals and grading are going to be hard enough. "I'm sure. Can we get you a cup of coffee or something?" Nick offered.

"Thanks but we need to get back to Sanctuary," Max declined. "See ya." With that, she led her teammates back out the door toward the cloaked Double Helix.

After the ship had sped off into the night, Nick shook his head. Eckhart, what are you up to?


Chapter 3 [Smallville, Talon-the next morning]

Lana hustled to get coffee out to her early morning customers. This weekend was supposed to be a relaxing one before the last rush toward exams. However, a string of flu cases and the killer assignment over at Smallville High took care of that. I should really have everyone get their flu shots. At least Clark's being a good sport about it. In good time, she got the drinks to their tables and returned to the counter.

"How are we looking?" Miri asked.

"Taking water fast, I'd say," the co-owner ruefully remarked, seeing still more customers waiting for tables.

"Well, you are Smallville's Restaurateur Extraordinaire, Captain."

Lana shot her friend a wry look and laughed to herself. Leave it to Miri to be calm under pressure. "Just make up those orders, Smartie, and I'll get them."

"Gotcha, Boss," her lieutenant retorted humorously, as she turned back toward the espresso press.

Lana walked over and helped the customers to a table before taking their orders. It would be some day all right.


[Kent Farm]

Clark, Melissa, and Jonathan worked on the fence in the back field. For a fall day, it was warm and sunny giving them the opportunity to get a lot of work done.

"I'm glad you and Lana came back for the weekend," she told her brother.

Clark grinned at her. "I wouldn't miss Thanksgiving with you, Missy, Mom, and Dad."

"Glad to hear it," their father noted, standing in the back of the truck. "It means a lot to your mother to see you two. By the way, how's your professor?"

"He's had a lot on his mind," Clark replied, recalling the Faerie Empress' account of the Langs' funeral. If they knew what really happened, they'd freak.

"I wish he were happier. He's a nice man," she pointed out, picking up the end of a fence post.

"He has a lot to deal with," Jonathan remarked, helping her with the post.

"Yeah. Hey, I was wondering if Lana and I could bring two friends over to help with the Christmas celebrations?" Clark inquired, changing the subject.

"Sure, Son, you know your friends are welcome here. Are these new classmates of yours?" the farmer accepted.

"Uh huh. Pete and MJ are from New York and wellthey won't be able to go home until right before Christmas. We were figuring that being here might make some of the time go by faster for them, you know?" Clark continued while ramming the post deep into the ground.

"Do they know about you?" Jonathan asked pointedly, slipping into his old paranoia.

"No, Dad, they don't," Clark sighed. "Don't worry; we're keeping a low profile."

Melissa shook her head, remembering how the others in the orphanage called her a freak.

"Okay, Clark, you know your Mom and I trust you. I just want you and Lana to be safe, all right?" Jonathan explained.

Clark grinned. "I know, Dad, and I appreciate it. The Professor's experiment is going well for all of us."

"Speaking of 'going along well', how are things between Chloe and her mother?"

The younger man shook his head. "I guess we should be happy that they're being civil to each other. It's so hard to watch them tap dance around each other though."

"It takes time to heal those wounds, Clark," Jonathan noted. "Your professor had similar problems with his father. And look at Lex and his father. Sometimes, those issues can be resolved. Sometimes they can't."

"I know. I'm glad that we're part of a great family," Clark told him, giving them both a hug.

"You know it," she concurred.

Jonathan smiled, as he embraced the two siblings. Maybe Martha and I can't have kids naturally, but these two are as good as gold. Thank you, Lord, for them.

At that moment, Martin and Kayla came running up from the house. "Guys!"

Clark smacked a post deep into the ground and asked, "What's going on?"

Kayla huffed, trying to catch her breath. "We found another cavern! There are more paintings in there!"

Jonathan looked anxiously at the two skinwalkers. "Are you sure?"

"Positive, Mr. Kent," Martin affirmed. "When you all are finished, can we get Clark to join us down there?"

Jonathan nodded. "Melissa and I can finish here, Clark. Go on with them and see what this is. If there's anything to know about, tell us, all right?" He rubbed his son's shoulder for emphasis.

Clark nodded nervously, recalling some of the other surprises from the caves over the years. I wonder what they'll unleash now?


[Caves-Twenty minutes later]

Clark followed his friends into the new cavern and looked around. Sure enough, he saw several new symbols and pictographic messages painted onto the rock faces surrounding them. Is there no end to the surprises here? After a minute's contemplation, he asked, "When did you find this place?"

"Last night. I can't believe we missed it before. It's almost as if the wall opened up for us," she revealed.

Or maybe Jor-El did this? He frowned, recalling all of the tests his natural father had put him through years before. At least he approves of Lana now. He scanned the wall carefully, reading the Kryptonian symbols. There, he saw three figures. One had the familiar "S" on his chest. The second was black with red eyes. The third one was bigger than the others with a sun symbol encased within a rectangle over its head.

"Do you know what this means?" Martin inquired.

Clark gulped nervously. "I'm the one with the S. The dark one is the Child. But the other one is a complete mystery to me." And this inscription is a complete mystery to me."

"Can you read it?" she asked.

Clark recited, "From beyond the stars, he shall come. Formed from Krypton's ancient enemy, Eternus, he seeks to extinguish our last hope. Formed from the scourge of the universe, he seeks to destroy and subjugate all before him. Beware the Overmind."

"Overmind? Who or what is that?" she asked pensively.

"I don't know but it's here," Clark responded, studying the drawings and the inscription yet again.

"Perhaps it may be metaphorical," Martin supposed, "an allusion to something else."

"No way," Clark retorted, shaking his head. "These paintings are literal. Look at the Magog paintings on the wall. No, I." At that moment, he felt a sharp pain in his head. Rubbing his temples, he winced and cried out in pain. "Argh!"

"Clark! What is it?" she inquired.

"Myfather. Jor-El," he gasped, doubling over in pain.

My Son.You need to listen to me.

"But your father died on Krypton, didn't he?" Martin inquired.

"He did, but his ghost has a link in my head," Clark pointed out, catching his breath.

We have a dire problem. I need you to return to your adopted home at once. You, Lana, and your teacher must hear this.

"Hear what?" Clark demanded. "What are you trying to do now?"

I am only trying to warn you, Kal-El. You want to know about the Overmind. You will have the answers you seek. With that, the Voice went silent.

"We should get back immediately," the shaman insisted, helping his friend. "Kayla, come. The others need to know about this situation."


Chapter 4 [Dubois Condo, Tucson-Several hours later]

Dave paced about the room. While everything seemed to be in order, he knew that something was about to bite him in the ass. He just had that feeling.

Worse, the Child was in Pit Bull mode.

What the hell is your problem? He took a gulp of coffee and packed up his notes, knowing that there was no way he was going to concentrate on them.

["Kiddies are hurtin', Stupid," the Dark One lectured.]

["And you would know?"]

The Child snorted rather rudely. ["Ah'm 'round there, 'member? Ah know when the shit hits."]

And that's what stinks. He has a point.

"Dave?" Angie asked from the other room. "Can you pop us to Smallville?"

["Newsflash! The Little Woman just hit it! Let's git!" the Child announced.]

["I'm on it," the medievalist stated while bolting from the room.] "What's going on?"

"Clark had something happen in the caves," she explained while watching the twins get ready for the trip. "Apparently, there's something we need to hear."

"If what I'm feeling from You Know Who is any indication, this is really big trouble. Where to?" he inquired.

"Talon. Let's rip," she declared.

"As you wish," he concurred, opening the mist portal. "Bus is leaving, Ladies." After they had disappeared into the mists, he followed very closely behind.



After conferring with Lex on her cell phone, Lana shut the caf down early. After Clark and the others had returned from the caves, she had spent the afternoon worrying about her husband. Now what is Jor-El trying to prove?

"We'll deal with this, Lana," Martha reassured her.

Yeah. Just like when Clark blew up the Ship and nearly took out Smallville in the process. Lana could still see the blown out remains of the old storm cellar in her mind. "Where's Professor Dubois?"

"Auntie said she was going to get him. Give him a couple of minutes," Miri indicated. Then, seeing the mists appear in the corner, she indicated, "That's him now."

From the mists, Angie and the twins stepped through first, followed closely by Dave.

Closing the portal, he looked around at the group. "So what's going on?"

"We found something in the caves, Professor," Kayla reported, "a new chamber with a group of symbols."

"Another chamber?" Angie wondered. "How many of them are there?"

"Quite a few," Jonathan remarked. "It seems that Jor-El wanted us to find this one. Meantime, we need to find out what is so special about that cave."

"There was a warning in there, Dad," Clark explained. "Something about an 'Overmind'."

The oncologist shook her head. "Great. Another potential threat."

"Just another day in Paradise. Did you find anything else out in the cave?" Dave inquired.

"I did hear from Jor-El," Clark noted. Seeing the anxious looks from his parents and friends, he added, "That's why I needed to have you all here."

"I just hope it's something we can take care of," Lana told them all.

It will not be easy to do so, Daughter.

She looked around the room. "He's here. Clark, did you hear something?"

He nodded, hearing the Voice too. "Can you appear to us?" he asked seemingly to the thin air.

In the middle of the room, a kaleidoscope of bright colored lights flickered, coalescing into a male form.

Most of the onlookers recognized Jor-El's face from their meeting on the Andromeda Ascendant almost a year earlier.

"I'm glad you all are here. Grave matters concern us all," he stated.

"What kind of matters?" Jonathan inquired. "And what is this 'Overmind'?"

The phantom replied, "He is the embodiment of Krypton's rival, Eternus. We thought them destroyed after they tried to attack us. We were mistaken."

"Mistaken?" Dave wondered.

"Yes, David Dubois, we thought that with their society destroyed, they would no longer be a threat to their neighbors. Before our forces arrived, they somehow created a composite force, transferring all of their consciousness into their greatest fighter, Grom the Gruesome. Once that was finished, he became the Overmind," Jor-El recounted.

"And you think he's here?" Lana wondered.

"There is no telling. Be on the lookout, all of you. This threat is at least as potent as the Abyss," the deceased administrator advised.

"Abyss?" Martha asked.

"The Spirit of the Abyss-basically the guiding force behind the Magog who attacked here. He was quite the terror," Dave explained.

"Was?" Jonathan inquired.

"He was-until he ran into the Child," the medievalist continued. Turning to Jor-El, he inquired, "Is there anything else you can tell us?"

"Nothing other than this will be the most potent enemy for you yet," Jor-El mentioned. "Be careful-all of you." With that, he faded away.

"Now what do we do?" Kayla inquired.

"We go about our business but keep our eyes open," Dave told the group. "If this creep shows up, nobody is to go up against him alone. Call Dr. Kane, Dr. Dubois, or me immediately." He pulled out his cell phone and dialed the secure number for Sanctuary. Getting the voice mail, he continued, "Adam, this is Dave Dubois, we have a potential Level Seven emergency developing. Can you gather the students? We'll meet at Sanctuary. Thanks." He sighed deeply.

["Ya'll know Ah'm gonna whup the craphead," the Child vowed in his head.]

["One of these days you're going to run into someone you can't beat," Dave groused.]

["Wha'ever. Bring 'im on," the Dark One countered.]

Dave sighed, considering the Child's brashness. So far, he's backed up his bravado. Let's hope that streak continues.


Chapter 4 [New Sanctuary-Next morning]

The students and Lex sat pensively in the Sanctuary's living area, wondering what was going on. Granted, they were used to early morning forays up there on Saturdays. However, a midweek pass from morning classes was a little bit unusual, even for them.

"Is this considered normal for us?" Sasha wondered, crossing her arms.

"The Professor would only do this in an emergency," Samantha responded.

"And it's only the second time we've been asked to meet like this," Sebastian added.

"I hope everything's all right," Jasmine said, looking toward the fountain. Since Miranda didn't return to their room on the previous evening, she was concerned.

"Everything will be fine," Adam assured them all, as he entered the room. "Professor Dubois has something he wants to tell us." He watched the members of Mutant X follow him into the area and take their seats.

"Did he say anything else?" Brennan inquired.

"A little, but he and the others are still working on some information in Smallville," the geneticist noted.

From the vibes I'm getting, this is serious. Emma scratched her head, musing over the feelings she had picked up during the night from Dave. Something's got both him and the Child aroused.

"Emma?" Shalimar asked.

"Yeah? Oh sorry," the psionic replied, snapping back to reality.

"I take it our medievalist friend is uneasy again?" Major Ursus supposed.

"He's definitely worried about something," Emma told them. At that moment, she noticed the mists collecting in the corner. "I think though we can ask him ourselves in a couple of minutes."

A minute later, Angie stepped into the room followed by the twins, Clark, Lana, Miri, Martin, Kayla, and Dave. All of them had grave looks on their faces.

"Great," Max groused, knowing the pissed-off expression on Dave's face. "Something's got you beyond ticked off."

"Not yet at least," the historian commented, handing Adam a CD. "This has the digital images from the caves."

"Thanks," Adam replied while inserting the disc into the computer drive and bringing up the images. "What is this that we're looking at?"

Clark took a deep breath and started, "Those are the cave paintings from the site in Smallville. As you all know, they seem to tell a story of sorts although I've never really understood them. This image is really bugging us." He pointed to the trio image. "This is the latest threat."

"It looks like something a kid would scrawl on a piece of paper. What's the big deal?" Jesse wondered.

"It's a big deal because of the prophetic nature of the other paintings, Jesse," Kayla countered. "They predicted our battle with the Magog, for example."

"Magog?" Laynia wondered.

"Long story, trust me," Dave replied. "Anyhow, tell them what else happened last night."

"My natural father appeared last night," Clark noted.

The others stared at him incredulously.

"Clark, your father's dead," Sarah pointed out.

"Trust me. When he wants to get involved with things, he does," Lana pointed out, recalling the incidents from high school as well as their meeting on the Andromeda.

"Anyhow, Clark, what did your Dad have to say?" Lex inquired.

"He warned of some threat called 'the Overmind'. Apparently, Krypton has some enemies that still have an ax to grind. One of them is coming after me," Clark replied. "Problem is, we have no idea of when or where he'll appear."

"Best theory, Clark, is that he'll follow your path. I remember you and your Dad being really nervous about Chandler's Field," the billionaire supposed.

"What about that field?" Miranda wondered, remembering how she used to go walking there.

"It's where the Ship crashed," Clark noted. "Dad was just being Dad."

"Ultraprotective and ultraparanoid. Yeah, that sounds about right," Chloe sighed, recalling how evasive Jonathan Kent had been in high school.

"Back to our threat, did Jor-El tell you anything else about it?" Adam asked.

"Nope. All he could say was that it's coming. No idea of what we're dealing with. Just that it's worse than anything else we've faced so far," Clark added.

The others looked anxiously at each other, considering what else they had faced over the previous year.

"Uh, Dave, maybe His Darkness isn't telling you this, but facing the Abyss nearly killed you both," Lex interjected.

"The burns on my back, as well as my wife, keep reminding me of that, Lex. Thank you," the medievalist countered, trying to remain upbeat.

"What do we do then? We have the Christmas preparations in Smallville next week," Miranda queried.

"Go on with them as planned," Adam told him. "Meantime, we'll be watching from here."

"I'll see if Deirdre can stand watch this weekend too. I have to be in Ruthwen on business," Dave indicated. "Under no circumstances is anyone to try and face this by himself or herself. Clark, you got that, right?"

"Yeah," he agreed.

"Good. And the same goes for the rest of you," Dave added, looking firmly at them all. "If this thing is as bad as we think it is, we'll want to deal with it together."

The students nodded. While they had seen him blow his fuse several times, rarely did he show concern like that. This was definitely serious.

"Thank you, gang. I mean that," the medievalist told them. "Now let's get through the remainder of exams and try to have some fun in the process. I don't want to worry about this threat until it actually gets here."


[That Afternoon-Campus]

Clark and Lana sat in the campus coffee shop, drinking lattes and waiting for Peter and MJ to join them. Since returning from Sanctuary earlier that day, they were mindful of what they had learned on the previous day.

"Should we call off the Christmas celebration just in case?" she asked.

He shook his head. "No way. You know how much the town looks forward to that deal. Besides, if we were to stop the preparations now, everyone would know that something's up."

"Something is up, Clark," she countered, raising her brow.

"We don't know when this thing is going to show up, Lana," he argued. "Best to enjoy ourselves. If it does, then we'll deal with it."

"If you say so," she sighed, taking a big gulp of her coffee. "Here come Peter and MJ. Let's keep this to ourselves." As their friends approached, she greeted, "Hey, guys! Take a seat!"

"Thanks, Lana," MJ replied warmly, sitting down next to her classmate. "Glad you both could make it back for our coffee."

"Clark, did Dr. Kane give a reason for canceling class this morning?" Peter inquired.

"He had some work to do in his lab at the last minute," Clark fibbed, coming up with the excuse without batting an eyebrow.

Peter nodded but felt a slight tingle from his spider sense. There's something about his mood. But what? "Are we still on for next weekend?"

"You got it," Lana assured them. "I'm looking forward to the help over at the Talon."

"And my parents can't wait to meet you both," Clark added, taking another gulp of his coffee. "Lex is flying us up there after class on Friday."

"Sounds like a plan," MJ agreed. She looked over at Peter and smiled. I'm glad we finally hooked up. Maybe now we can get our relationship going.

"I can't wait to help with a real country Christmas," Peter concurred. And if my gut feeling's right, a certain wall crawling hero will be close by as well.


Chapter 6 [Amazon Village-a week later]

Xena walked about the village square anxiously. For most of that day, she had felt particularly uneasy about the warning message. If it's as bad as David and Clark are saying, we could be in over our heads.

"Have faith, Mother," Eve advised, coming over to support her. "Eli will help us prevail. He hasn't failed us yet."

The warrior smiled and rubbed her daughter's left shoulder. "No, he hasn't. Although he's cut it close a couple of times. And knowing how David feels about those kids, I don't want to see him pissed off over something like that."

The former Messenger winced. "You have a point there."

"Yeah," the Warrior Princess concurred. "Still whatever this 'Overmind' is, we gotta keep an eye out." She glared around at their surroundings.

"Mother, what is it?" Eve inquired.

Xena held a hand up, cutting off the debate. "Ares! Come out! I can smell ya!"

"I agree," a familiar voice concurred from nowhere. Then the former god of war appeared in their midst. "This is a challenge like few others you have faced."

"You know somethin', don't ya? Cut the riddles, Ares, and spill it!" Xena demanded.

He frowned darkly. "Don't take this one on, Xena. He'll kill you."

"You know about this Overmind, then?" Eve inquired.

"Indeed. He is the finest warrior his planet ever produced. On top of that, he's been given special talents. Think of Alti's Berserker, Xena, only stronger, invulnerable, and angrier," he reported. "Then again, it sounds like a good fight for Dubois and his Inner Brat."

"That's the last thing we need," Gabrielle added, stomping up the path toward them. "Are you sure of this, Ares?"

"Maybe I ain't the god of war officially anymore, but I know warriors. Trust me; you don't want any part of this dude," he retorted, shooting her a sarcastic glance. "Since I ain't welcome, I know where the door is." With that, he vanished.

The Amazon queen shook her head. "I think we need to see Nai-Jin. Come on." Leading her counselor and the heiress, she headed for the seeress' hut. Knocking on the door, she asked, "Nai-Jin? It's Queen Gabrielle. Might I come in?"

"Please do and bring Xena and the Princess with you. Grave matters concern you all," Nai-Jin accepted.

Eve shivered. She never liked diviners in Rome. If it wasn't for the fact that Nai-Jin had proven herself a valuable ally and friend, she would never go near the prophetess.

"It'll be okay, Eve," Gabrielle promised, trying to assuage the other's nerves.

Eve shrugged noncommittally.

"What's goin' on?" Xena inquired, as they sat down in front of Nai-Jin.

"You know as well as I do," Nai-Jin replied. "You will be facing a threat very soon from beyond the stars. I have seen what hunts your young friends."

"How do we stop him?" Gabrielle wondered.

"With all due respect, my Queen, you will not be able to do so. If you are to do so, it will come at great cost. Your young friend, Clark Kent, will have to use a red stone. And I see the Child feeding on darkness, growing stronger and stronger. As with the Abyss, it will come down to a confrontation between them. There is a powerful explosion and then everything goes black."

"Black? What do you mean?" Eve asked, fearing for her friends.

"The vision ends, Princess. That is all I know," Nai-Jin declared. "This warrior brings pain and destruction with him. Beware of the Overmind."

Eve sighed sadly. Eli, protect our friends.

Xena shook her head. Between Jor-El's warning yesterday and this one, we'll need to get ready. I can't let David face this on his own now.


Chapter 7

[That night--Smallville]

The night before the students' trip was clear and cold on the Kansas plains. The stars sparkled faintly in the dark nocturnal landscape. Even as the town's lights shone in the distance, the surrounding grasses swayed unnoticed in the icy breeze.

Then one star flickered brightly, growing larger and more luminous. As the minutes ticked by, it became larger and more noticeable. Gradually, it took the shape of a fiery ball as it streaked toward earth and landed with a sizeable impact.

For several minutes, nothing stirred within the crater. Only a charred odor escaped the site. A few animals bayed at the moon in response to the loud noise. Then a metallic hand grasped the side of the hole, pulling at it. Gradually, the hulking figure attached to the hand climbed up to ground level. The behemoth stood almost seven feet tall with a mahogany beard and intense eyes. Silvery armor covered his head, chest, and legs. His muscular arms seemed more like twin oak trees than anything else. The tell-tale sunburst symbol dominated his upper chest and the design of the helmet on his head.

The Overmind surveyed the turf around himself. "I can see why Jor-El would have sent his son here. We would never have suspected. Still, I will find him." He stalked down the road toward town determined to find his target.


Several hours later, he reached downtown Smallville. A few passersby eyed him curiously, not being sure what to make of him. Still, with all of the weirdness, which had occurred since the meteor shower, they let him go. Besides they didn't want to mess with him in case he was a meteor mutant.

The Overmind noticed the attention and glowered at a young blond couple. "Where can I find Kal-El?"

"Who?" the man asked.

"We don't know anyone by that name," his female companion added fearfully.

"Bah!" the alien bellowed. "I don't have time for this!" His eyes glowed as he reached into the others' minds. "You will forget you saw me."

The Earth couple nodded blankly.

"Meantime, I should disguise myself," the Overmind supposed. Raising his hands, he willed his appearance to change in the minds of those around him. Just as a chameleon changes its appearance, so too did he make his garb appear to resemble Earth clothes. "Now to find a place to rest."

"You might want to check the Smallville Hotel," the woman advised absently pointing toward the building two blocks away.

"I shall," the alien agreed, heading off into the night. After a few hours of rest, he would resume the hunt for the Kryptonian heir.


Chapter 8

[Palace of Hall's End, Ruthwen]

Dave paced about the palace garden, wondering why Ferali couldn't handle the proceedings. Given the developing situation back on Earth, he would rather have been with the students. Such is the fate of a king.

"You look troubled," Ferali supposed, joining him.

The king nodded. "We have a situation back on Outer Earth. A prophecy aimed at Clark and Lana Kent."

The gnome eyed his honor brother warily. "Prophecy?"

"Some sort of alien menace wants to wipe out our friends. It figures, doesn't it?" Dave shook his head. "I wonder how people balance two lives. You all need me and so do my students."

"You have to do your best," Ferali noted. "You are doing just fine."

"Thanks for the vote of confidence," Dave expressed. "If things can stay sane for today, we can get through our business here. Then I can get back there."

Ferali considered his friend's stance. "You seem ill at ease. Certainly after surviving the Spirit of the Abyss, you would be fairly safe."

"One can never be too secure," Grimwilkin the wizard commented as he appeared by them. Shuffling across the stones, he added, "You know of the dark threat, don't you?"

"Is there word from the Faerie Realms?" the king inquired.

The elderly mage concurred, "The Empress sends her best wishes. However, the Althanorian priestesses and Nai-Jin of the Amazons have seen dark tidings and heard a dark message."

"Let me guess: Beware of the Overmind." Dave shook his head. "That does it. I should be back there with the kids."

"Trust in Adam Kane and his group to keep things under control for now. However, we must move the debate and vote up. It will still take us several hours," the wizard pointed out.

Dave shot the wizard and gnome a disheartened look. He hated the debates with the ministers and this one would be especially nasty. "Let's get this over with. Come on."

After the ruler and his honor brother had vanished into the citadel's inner corridors, Grimwilkin cast a wary look toward the dark cloud hovering on the horizon. I wish I could have told him everything.

[From within his head, the Faerie Empress' voice declared, "The die is cast, Grimwilkin. For the greater good, David will need to return there. To defeat this threat, the Child will need every advantage. Now, go to him."]

The wizard nodded absently before shuffling off to meet with the assembly.


Chapter 9 [Smallville]

Lana stirred from her slumber and looked around at the bedroom. Her dreams had picked up on the others' thoughts within the house. It seemed so disjointed. We should be happy today. Yet, we have yet another threat to deal with. She ran her hand through her long dark hair as she got up and put on her robe. I hope we have one day of peace, at least for Peter and MJ's sake.

"Mmm, Lana?" Clark whispered drowsily.

She kissed him softly on the cheek. "Sorry I woke you. Why don't you sleep a while longer?"

He smiled. "Okay, but I wish you were here with me."

"I want to help Mom with the cooking. Rest. All right?" she noted. Seeing him nod, she grinned warmly at him before heading out of the room. Walking downstairs, she found her parents-in-law sitting at the table and talking about things. "Good morning."

"Good morning, Lana," Martha greeted. "How did you sleep?"

"I didn't want to tell Clark, but not well. While I tried to sleep, everyone's thoughts were so loud. I felt fear. Worse, some of those emotions were coming from town."

"From town?" Jonathan inquired anxiously. "What do you mean?"

Lana looked at them both with uncertainty. "That's just it. I don't understand it. One minute, I felt a strong burst of emotions coming from there. Then it went quiet, almost as if the noise was smothered."

The two parents looked anxiously at each other.

"Are you sure, Lana?" Martha queried her.

"I wish I were imagining it, Mom," the younger woman replied. "Sorry to scare you both."

"That's okay," he assured her. At that moment, he saw Pete Ross knocking at the door. "Pete, come in."

The jock walked in. "Hey, everyone. Is Clark up yet?"

"Not yet. Why?" Lana inquired. Seeing the anxious look on his face, she asked, "What is it?"

"We may have a problem. Last night, I was out driving when I saw a meteor fall from the sky. There's a huge crater where it hit."

"Crater?" Jonathan wondered. "Where is this?"

"Right about where you said the Ship hit," Pete declared.

"I'll get Clark," Martha decided. "Jonathan, can you go with Pete and Clark to check things out?"

"I'll have Byron meet us there too," Pete stated. "Lana, can you get a hold of Dr. Kane?"

"I'm on it. Meantime, Miri, Sandra, Chloe, Lex and I will be at the Talon in case anything happens. Have Clark call me when he finds out," the former cheerleader directed, digging through her purse and finding her cell phone. Dialing it, she waited for a response.

"Adam Kane," Adam responded on his secure line.

"Dr. Kane, it's Lana Kent. We have a possible sighting of our threat here in Smallville. Do you want to get the others up here?"

"We'll be on our way shortly. Be careful, all of you," the geneticist instructed.

"Okay. See you soon," Lana concluded, closing the connection.

"I take it that Mutant X is on its way?" Pete wondered.

"Dr. Kane said they'll be leaving shortly. Meantime, guys, be careful around that meteor. All right?" Lana requested.

"We will be," Jonathan promised, giving his wife a glance as she came back down the stairs.

"Clark will be down in a minute. Lana, if anything happens at the Talon, you let us know," Martha noted. "Especially with your two friends there, we don't need them or the rest of the town learning about you all."

"I will," the younger woman promised before heading out to her truck.

A minute later, Clark came into the room. "All set?"

"We are now, Sleepyhead," his father teased. "Let's go."

Pete and Clark followed him out the door and to his truck.


[25,000 feet-somewhere over Colorado]

The Double Helix streaked eastward, crossing the Rockies as fast as it could manage.

Onboard, the Mutant X team members sat at their stations, trying to wake up fully. While they definitely understood the need to be alert, leaving at 5:30 in the morning bordered on the ridiculous.

"What do we got?" Shalimar wondered.

Adam typed several keys on his terminal, making a CGI image appear in their midst. "Last night, the satellite picked up on a large meteor which hit right outside of Smallville."

"Meteor? There have been other rocks that fell from the sky there. So?" Mikhail inquired.

"Considering the timing, I'd say it merits checking out," Adam mentioned.

Emma leaned over and watched the image carefully. "Did you see that? Something climbed out of it!"

"What?" Brennan inquired from the controls.

Adam ran the loop again, allowing them to watch a sped-up view of the spot again. Sure enough, Emma had been right.

"Where did it hit?" Max asked.

"Chandler's Field. Right where Clark landed as well," the geneticist affirmed grimly. "I think whatever the 'Overmind' is, it's landed in Smallville."

"And Dave's still gone until tonight," Emma realized.

"Let's hope we wrap this up before he returns," Laynia stated. "I have no wish to deal with his darker self again."

"Ain't that the truth?" Max concurred, still remembering the scene in Wabash from the previous year.

"Still, if something attacks the Talon, he'll know about it," the psionic noted. "I agree with Laynia. Let's hope we can deal with the problem before anything else happens."

"We'll be there in an hour. Let's hope everything stays quiet," Brennan mentioned, glancing at the instruments.

As they headed east, the others sat back, waiting out the ride to Smallville.



[Smallville Hotel]

The Overmind stirred from his meditation and looked around the room. Given how soft the bed was, he had chosen the floor for a resting place. Even this surface is soft. These pitiful Earthers are weak. He rose and inspected himself, making sure his armor was in place. Seeing that it was so, he resumed the mental disguise before leaving the room. With the instructions he had left the mortal downstairs, he knew the area would not be disturbed by anyone.

Where are you, Kal-El? He sent mental vibrations throughout the town, seeking anyone of Kryptonian heritage. Then he felt something and grinned. "I found you now." He lumbered down the main street toward his goal.


[Chandler's Field]

Byron looked at the crater, noting every detail. While he had all seen craters all around town from the meteor shower, this one was deeper than most. Could this be it?

"Find anything, Byron?" Clark asked, as he and the others joined the poet.

Byron shook his head. "This is the crater from what Pete told me on the phone."

"Man, it's gotta be ten feet deep. Whatever hit there has got to be huge," Pete declared.

Jonathan recalled Lana's observation earlier that morning. Could it have reached town last night?

"Hey, everyone! Look at these!" Byron called from ten feet away. When the others ran over, he pointed out a trail of scorched footprints on the ground. "Are you thinking what I'm thinking?"

At that moment, Clark heard the Voice say: Kal-El, the Overmind has reached your town and is after your wife.

"Lana!" he realized.

"Clark, is it Jor-El?" Jonathan queried, guessing at the cause.

"Yeah. He says that it's that Overmind, all right," Clark reported to them. "I got to help her!"

"Clark, remember what the Professor said, nobody takes this dude on alone," Pete reminded him.

"Screw it! Chloe, Lex and Miri are there too-so we'll outnumber it 6-to-1."

"Clark, we can't have you all exposing yourselves!" his father argued.

"Dad, we may not have a choice!" With that, Clark sped away toward town, heading for the Talon at top speed.

"Come on," Byron directed. "We need to be there too! Can we get a ride in your truck, Mr. Kent?"

"Absolutely," the farmer concurred, leading them back toward the vehicle.

Onto Part 2

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