Outside Lana’s house Greg Arkin perches in a tree, his face palely lit by the glow from a camcorder screen. Inside, Lana removes her Homecoming tiara and corsage and drops them into a drawer already full of prizes and honors. Then she sees a small gift-wrapped package on the bed. She opens it and beautiful butterflies fly out. A dozen or more of them, green and blue, flit around the room. The watcher on the tree branch records all of this, then leaves the tree and enters an old Volkswagen. Belching smoke, he drives the ancient car away.
Greg returns home to discover his mother angry. She has found a cache of tapes of Lana in his room. He protests that she shouldn’t have gone in there; she scoffs at that given his apparent low regard for the privacy of others. She tells him she’s in a garden club with Lana’s Aunt Nell, and asks how she can face the woman, knowing what her son does? She asks where he was this evening and he lies, saying he was out collecting. That sets off a rant about his other disgusting habit, insect collecting. He counters, saying that insects aren’t disgusting; she tells him this “isn’t him” and he flatly tells her that people change. She tells him that on Monday she’ll call the Claremont Military Academy.
Greg’s room boasts many terrariums, including a large jar containing insects that appear to be a cross between fireflies and wasps. He tells his six-legged charges that he’ll take them somewhere safe and loads his car. Driving, he hits a pothole and several jars containing insects fall and break. Insects escape and swarm the inside of the car as Greg futilely swats them. Then they begin to sting and bit and Greg loses control of the car and smashes into a telephone pole. The insects continue their swarming attack, but no one hears Greg screaming.
Greg’s mother calls for him but he does not answer. A locust crawls over his broken glasses; his mother pokes her head into the room but does not see her son. Had she looked to the ceiling she would have, for there Greg clings, covered in welts.
Soaring over the fields of Smallville and into Lana’s house and room, where the girl lies asleep. The perspective is Clark Kent’s – he hovers in midair over Lana’s bed. Her eyes snap open and she says, “It’s all your fault, Clark!” A voice cuts through, calling for Clark, and he snaps awake hovering over his own bed. But as soon as he awakens he falls, smashing the bed at foot and then head. The voice, Clark’s mother Martha, tells Clark they’re leaving for the Farmer’s Market in fifteen minutes and he still hasn’t finished his chores!
Later, at the Farmer’s Market, Clark picks up a sign advertising “Kents – Organic Produce.” Looking around, he quickly drives the nail through the sign and into the post – with his thumb!
Peter Ross and Chloe Sullivan great the Homecoming King and Queen, Whitney Fordham and Lana Lang. Jonathan congratulates Whitney, telling him he hasn’t seen offense that good since his own playing days! Whitney follows Clark and tries to apologize for making Clark the Smallville Scarecrow; then asks for the necklace. Clark doesn’t have it and tells Whitney he will have to search the cornfield for it.
Greg Arkin finds Lana examining some stained glass butterflies and asks her to help him with a Literature class paper. She agrees, but vetoes his suggestion that they meet at his house and selects the library instead. Whitney approaches the pair and tells Lana her aunt wants her. After she leaves he tells Greg to stop tailing his girlfriend; Greg suggests he’s afraid of some competition and Whitney tells Greg they’re not in competition and to stay away. After Whitney leaves Greg mutters, very softly, that sometimes you’re the windshield and sometimes you’re the bug.
Lana and Whitney say goodbye and he drives away; Lex notices Clark noticing this and complements him on his taste in women, then asks what happened the previous evening. Clark replies that it was a stupid prank and Lex reminds him that the football players tied him to a stake in the middle of a field – something even the Romans reserved for special occasions. Jonathan arrives asking for Clarks help, ending the conversation on a handshake with Lex – a better reception than Lex got after the accident.
Whitney drives along. Near the road, Greg leaps easily into a tree, and then onto the roof of Whitney’s truck. He punches the roof, eventually shattering the side window and causing Whitney to lose control and roll the truck on its side. Returning home, the Kents see this and Clark leaps out to rescue Whitney, peeling back the windshield and pulling the unconscious teen free. Jonathan grabs a fire extinguisher and yells to Clark to get down; Clark hunkers down as the truck explodes. A heavy wheel bounces from Clark’s skin and fire swirls around him. Clark’s parents soon find him, unharmed. He has saved Whitney’s life, but his own skin is too hot for Jonathan to touch.
At home Clark watches the herd of cows. Jonathan comes to see him and Clark tells his father he’s concerned that he upset his mother. His father tells him maybe he did but he also made her proud. Then Clark tells his father he was floating. Jonathan wishes he knew what was going on but he does not. He encourages Clark to have faith that they’ll figure it out; Clark is simply scared and wants it to stop.
At his home, Lex examines the necklace he retrieved when he cut down Clark. Then he slips it into a small black box.
Later, Lana rides across a pasture. When she dismounts a voice complements her style but suggest the horse is limping and that she check the hoof. Lex Luthor emerges from the stable and introduces himself. Although he does not remember her she remembers him clearly from a trip she took at age ten. Her family visited Metropolis for a riding contest and stayed at the Luthor home; Lana discovered they had an indoor pool and sought it out. There she interrupted Lex and his girlfriend skinny dipping. Lex doesn’t seem too embarrassed, but changes the subject to Lana’s trophy wall.
Lana considers the wall tacky but keeps it because it makes her aunt happy. Lex notices the necklace in several of the shots and clearly knows what he has at home. He asks Lana about it and she tells him the story; impressed, he asks why she isn’t wearing it and learns she loaned it to her boyfriend Whitney. Lex identifies him as the kid Clark Kent saved earlier. Lex asks Lana if she’s with the right guy, considering that one throws footballs and the other saves people’s lives. She tells him he has a lot of opinions for someone new to Smallville. Lex suggests while she’s nursing her boyfriend she ask him what he did before the game. She tells Lex he was with her and he asks if she’s sure about that, then asks her to tell her aunt he stopped by.
Mrs. Arkin returns home to find the house a scoring 103°F. She storms up to Greg’s room and discovers silk all over the room. There’s a soft thump and she turns to find Greg behind her! She tells him to stop this but he cannot: nature has already taken its course. First he must eat, and then he must molt, and then he must mate. She tells him he needs help and he asks if she’s ever heard of the Pharaoh Spider. As soon as it hatches it kills its mother! Then his mouth yawns open and he sprays silk all over his mother!
Clark visits Lex at home to drop off his produce. Lex jokes about Clark having saved another life and suggests he could make a career out of it. Clark apologizes for his parents giving Lex a hard time. Then Clark notices a large miniature warfare setup that Lionel gave his son. The complex set wasn’t a toy; it was a strategy tool currently modeling the siege of Troy. Lionel considers business as war and expected the tool would help Lex refine the skills a Luthor needs. Lex points of the similarity of the siege of Troy to Clark’s situation and suggests to Clark that he has lost a battle but not the war. He adds that Lana may not be as infatuated with Whitney as Clark believes. Then Lex half-jokingly says that if Clark hadn’t rescued Whitney the problem would have disappeared. Lex does have a solution – a Trojan horse to get Clark inside Lana’s defenses.
Lex retrieves the box from a shelf and hands it to Clark. Clark opens it and sees Lana’s necklace. The stone immediately begins to glow and weakness washes over Clark, who closes the lid and feels better. He asks Lex about the box and Lex tells him his mother bought it years ago from a bazaar vendor who told her it was made from the armor of Saint George, patron saint of the boy scouts. Lex figures she was trying to send him some message when she gave it to him. Lex offers the box and its contents to Clark but Clark refuses. Lex tells him to hand it to Lana and tell her what happened. The necklace, Lex continues, gives Clark power. All he has to do is use that power.
Later at Smallville High Lana confronts Whitney with a question. She wants to know what he was doing before the game on Saturday. Whitney tries to evade the question but eventually lies, telling Lana he was warming up. She presses him, asking whether he was really hanging Clark up in the field. He as much as admits he hung Clark as the Smallville Scarecrow but dismisses it as a prank. Then she asks for her necklace and Whitney finally tells her that he lost it. Furious, Lana asks whether he ever planned to tell her that, or whether that was that another prank. She storms off.
Lana next runs into Greg outside the library. He has waited for over and hour; Lana forgot she promised to help him with a Lit class paper. She tells him now that she must help him another time, for she must go and see Clark. Greg becomes upset that she “blows him off” for Clark.
Clark studies the box, realizing when he opens it he feels bad and when he closes it he feels better. He climbs toward the loft and sees Lana framed by the loft door. Quickly he slips the box under a blanket and finishes his climb. Lana tells him his parents suggested she wait for him in the loft, which she likes. Clark tells her his father built it for him and calls it the Fortress of Solitude. Lana comments that she didn’t know Clark enjoyed astronomy and also that she can see her house from the doorway – something Clark already knows. Clark wonders why she visited; despite having lived a mile away for years she has never before visited. She tells him that she came to apologize for what Whitney and his teammates did to Clark. Clark replies that she has nothing to apologize for; the incident was not her fault. He tells her to forget about it but she cannot, because she believes the football players had no right to do what they did. Clark says he appreciates the sentiment but tells Lana that she is not the one who should apologize.
Lana explains that Lex came to see her and dropped “a trail of breadcrumbs” that led her to realize what Whitney had done. She tells Clark that Lex is a good friend. She adds that she thought she knew Whitney but now wonders what else she has been blind to. Whitney even lost her favorite necklace. When Clark suggests she have another made she explains that her aunt had the necklace made from a piece of the meteor that killed her parents. Her aunt gave it to her the day her adoption was formally completed, explaining that life is change, sometimes beautiful and sometimes painful and often both. She leaves, happy that Clark is no worse for his time as the Scarecrow.
At his home, Greg Arken showers. Pieces of skin begin to peel away...
Later that night, Jonathan Kent works to repair a tiller in the barn. He slides the viciously sharp cutting wheels onto the axle as Clark calls down from the loft, asking if his dad needs any help. Jonathan gratefully accepts the offer but as Clark starts to the stairs he hears a curious insect sound. Then Greg Arken jumps him from the ceiling of the barn!
Clark hurls Greg away and Jonathan asks if he’s alright. When Clark tells his father someone’s in the rafters the older Kent races the stairs to investigate. Neither of them can see Greg. Suddenly Greg leaps down and kicks Jonathan over the railing, directly above the tiller and its sharp wheels! Clark leaps over the railing and interposes himself between the falling Jonathan and the blades, saving Jonathan’s life.
Clark tells his relieved father that their attack came right off the ceiling and that he recognized the man as Greg Arken. Jonathan wonders why a classmate would want to hurt Clark and asks if the two are still friends. Clark says he passes Arken in the halls but has little other contact. Jonathan remembers that Greg’s mother used to keep him on a very short leash and that he collected bugs. Clark discovers a gluey slime on the inside roof of the barn.
Jonathan admits having trouble wrapping his head around this one. Clark talks about Chloe Sullivan’s wall of weird. Jonathan replies that all towns have their stories and Clark agrees but says that in Smallville they’re all true and that they’re his fault. Jonathan blames the Luthor Corporation fertilizer, suggesting that no one really knows what kind of poisons it has pumped out. Clark mentions that the Luthor Corporation did not kill Lana’s parents and Jonathan tells him he didn’t kill them either, and what happened to them was a tragedy that Clark cannot change. Clark asks how he can make the feeling go away and Jonathan tells him that he can’t – and that the feeling is what makes him human.
The next day Clark finds Chloe at school and asks if Greg Arken still contributes science articles to the paper. Chloe hasn’t seen Greg in more than a week and wants to know why Clark is interested. Clark won’t tell her and that irks her; she tells Clark she hates it when he shuts her out and wonders if he’s outgrowing her as a friend. He reassures her that he is not.
Chloe finds articles about Amazon tribesmen who take on the traits of insects that bite them. No article describes a case as extreme as Greg Arken. And, Greg moved to Smallville after the meteors hit. But, Chloe continues, some of his bugs might have been. At first Clark scoffs, reminding Chloe that mosquitoes relentlessly bite everyone in the summer, and wondering why the entire town isn’t bug people. Chloe speculates that the transformation requires a certain “critical mass” of venom. All of the Amazon cases involved hundreds of bites. An insect collector, Greg spent time around hundreds of insects that could have swarmed and bitten him like the Amazon tribesmen.
Clark, Pete Ross and Chloe visit the Arken home. They remember Mrs. Arken liked her home tidy, but now it’s a mess. Clark remembers that after Greg’s parents divorced when he was in the seventh grade, Greg just kind of stopped calling, and their friendship drifted apart. Pete remembers Greg had a great tree fort in the woods and that Clark always got dizzy when they played there.
Chloe finds an unlocked window and enters the house. Clark and Pete follow her. In the bathtub they see Greg’s disgusting sloughed skin, suggestive of molting. Then Chloe finds the tapes and plays one, realizing Greg has been spying on Lana and, if he has become an insect hybrid, may be planning to complete his lifecycle by mating with her. Clark pokes a cocoon and finds the horrible desiccated husk of Mrs. Arken.
Whitney visits Lana at the stables and explains that he freaked out, got scared of losing her and did something stupid that he wishes he could take back. Before the conversation can go farther Greg appears and claims Lana for himself. He tosses Whitney aside easily, stunning him. Then he tells Lana it’s time – for them!
Clark arrives at the stables and finds Whitney recovering. Realizing Greg has already visited Clark tells Whitney where to find the tree fort – he’s sure that’s where Greg has taken Lana. Whitney tries to apologize but Clark’s concerned for Lana and shelves that topic for another time.
Clark finds the tree fort and inside finds Lana in a cocoon, unconscious. Then Greg finds him. Greg feels liberated: he eats what he wants, goes where he wants and takes what he wants. Clark says he’s not taking Lana and Greg challenges him to prevent it. Clark tells Greg he’s not the only one who has changed and hits him hard enough to knock him out of the fort. Greg flees toward the mill with Clark in pursuit.
Clark enters the abandoned mill, site of one of the meteor strikes. He weakens as the nearest meteors begin to glow. Greg smashes him with an iron bar and he flies towards more meteors; Greg comments that he still gets sick around this place. Then he asks if Clark knows that buffalo ants can lift thirty times their own body weight – right before hurling Clark to the other end of the mill! Clark struggles his way behind a large piece of metal and immediately feels better! It contains lead and blocks the baneful effect of the meteors. Greg leaps around the room like a jumping bug, demanding Clark come out to play; Clark pops from behind the shield and punches Greg across the room. Greg lands in a heap at the base of a support column. As he struggles to rise he accidentally pulls a lever and an enormous metal scoop swings down and smashes into him. Seconds later insects swarm from behind it and disappear into the floor and surroundings.
In the tree fort, Whitney opens the cocoon and revives Lana. They walk away arm in arm.
Later, Clark walks to Lana’s door and puts the necklace on it. She hears someone on the porch and calls out; Clark races away before she sees him. She opens the door, discovers the necklace and beams, delighted. Clark walks into the night happy to have done his friend a big favor.
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