Hi Everybody!

I came up with this story while reading one called "Beyond the Limit" by Jay and Kayla, which tells of teen members of the Justice League and some of their future enemies going to Sky High the same time as the Commander and his generation (which is pretty funny). I even noted how I could see Tom Welling and Michael Rosenbaum as Clark and Lex in the "Power Placement" scene.

Then it happened.

I've never seen many episodes of Smallville (I'd gotten my fill of teen angst super heroics from Buffy the Vampire Slayer at the time) but I started thinking "what if Clark was a freshman with Will and the gang during the movie". Before I knew it, the thing started writing itself, but I had to put it off until I finished "Crush" and another storyline I was working on.

Like I said, I've never seen many episodes of Smallville, and I've tried to piece together what happened in the first season and the beginning of the second (after the tornadoes incident) so that I could try to put that into the story. All you hardcore Smallville fans out there PLEASE keep that in mind while reading this so if there are continuity errors you'll know they are honest mistakes by someone just wanting to tell a good story.

You'll also notice I've mixed in a few other characters from the DC and Marvel universes (most just mentioned in passing for effect).

Now we open on our story. Clark's sophomore year in high school is about to begin, but a mysterious visitor has arrived at the Kent farm with an offer they can't refuse.

"We're Not in Kansas Anymore"

Chapter 1

"Strange Visitor From Another Town"

Jonathan Kent didn't know what to think when he had gotten the phone call. Someone claiming they had important information that would be beneficial to the Kents, and Clark in particular, had arranged to come and speak with the family about the benefits that could be provided for the boy's future.

Jonathan had been through too much already with people sticking their noses into his family. First Lionel Luthor using Clark's adoption to get Jonathan to talk the Ross family into selling their chemical plant to Luthor, then the crooked cop threatening to expose Clark's powers, and now this. The difference was this man hadn't threatened…he had actually sounded like he meant to help. Only time would tell.

Now as Jonathan and Martha awaited the arrival of their mysterious visitor, Clark came down the stairs. He didn't know why his parents looked worried, but he would stand by what they decided, no matter what.

Outside a very nice looking rental car pulled up and stopped. Out stepped a tall older man looking very dapper in a dark suit with his graying blond hair swept back and glasses that made him look like a schoolteacher. He carried a briefcase with him as he came and knocked on the door.

"Hello, Mr. Kent," the man said with a slight British accent and a charming smile, "it's a pleasure to finally meet you in person."

Jonathon had to grudgingly admit to himself that the man seemed friendly enough, but so had Lionel until the devil came to collect his due.

"Come in Mister…"

"Pennyworth," the man smiled, "but you can call me Alfred."

---

"…and there you have it," smiled Alfred as he finished his presentation.

The Kents were astounded.

Alfred had brought a briefcase full of documentation on everything that could possibly prove Clark's powers, including photographs and theories supplied by known scientists as to how his powers worked and what applications they could be used for. His strength and invulnerability, his speed and x-ray/heat vision were all there for the world to see. This was in addition to reports of the "meteor freaks" and monsters that had been plaguing the area as well, and each report covered how Clark had stopped them.

"What does all this mean?"

"It means," smiled Alfred, "that your son has been gifted with these powers for a purpose, and that purpose is to aid humanity through the dark times ahead. Clark is, for all intents and purposes, a super hero."

That was a term that had never been used around there before. Of course super heroes existed, but they were in big cities like Maxville or Gotham, never out in the Midwest.

"So what has all this got to do with anything?"

"As I stated over the phone, I represent the Wayne Foundation, a philanthropic organization that is dedicated to helping those with…certain needs…attain their full potential. What we would like to do is sponsor Clark for enrollment in a special academy designed to enable him to fully learn the extents and uses of his powers as well as provide him with an education that cannot be matched by even the most exclusive of private schools."

Alfred turned his full attention to Clark, whose mind was awhirl with what was going on.

"My boy, you will be around others your own age, with powers and abilities they too want to learn to use. There is no need to hide what you can do, to relax and be able to focus on doing what I can already see you want to do, and that is help people."

"And your saying you will pay for this?"

"Actually," said Alfred, "my employer Bruce Wayne is already sponsoring several others whose parents could not afford the rather large but totally necessary fees to attend this fine institution. Everything is top of the line. A few of the teachers and classes are a little unorthodox, but for the most part the student body is no different than any other."

"Except for flying…heat vision…" said Clark.

"Invisibility, walking through walls, reading minds, you name it," smiled Alfred, "that is where the real fun comes in."

"But what's the catch?" asked Jonathan, waiting for the other shoe to drop.

"Well, I'm afraid Clark would have to repeat the freshman year, but luckily many of his credits from here in Smallville High will transfer without a problem. He will need to start learning the basics on dealing with his powers and such, but I'm sure with the "in the field" experience he has had, he will pass those with flying colors."

"He'll have to leave home though," said Martha, not quite ready for her son to leave the nest yet.

"On the contrary. Transportation both to and from the institution is ready and available as needed. One quick phone call and Clark could have a ride the first day."

Clark did not know what to think. This was too good to be true. To be around other kids that could do things like he could…or things he couldn't. No more having to sneak around to cover his tracks, hiding in fear of being detected if he needed to lift a car or use his speed. But then there were his friends…Pete, Lex, Chloe and Lana. Especially Lana. To not see them every day would be hard, but then Alfred had said he would be home in the evenings and on weekends.

What did he have to lose?

"Mom…Dad," he finally whispered, "I'd like to do this."

Both of his parents understood. This was a golden opportunity for their son, and they knew that another like it would never come again.

"So, what is the name of this "great institution"?" Clark asked.

"Sky High," answered Alfred.

---

It was the first day of school, and Clark was nervous. This was going to be a new experience for him as nearly all the other beings with powers he'd encountered had been psychos and monsters trying to kill him or someone he loved.

According to Alfred these were the children of super heroes going to this school to learn to use their powers to help rather than harm.

In the distance Clark saw what looked like an ordinary yellow school bus pull up. This couldn't be the ride to Sky High, could it?

The door opened and a rather plump though friendly woman in a uniform called out to him; "Are you Clark Kent?"

Clark nodded his head, and approached the bus.

"Jump on in sweetie," smiled the lady, "we've got a schedule to keep and I want to get there to see if Ron Wilson can keep from crash-landing his bus this time."

Clark got on and was surprised to see quite a few kids already there. He sat by himself near the bus driver as the bus started up the road, and was looking at the other kids who were already checking him out. A couple of the girls were whispering to each other as they pretended not to look at him, and Clark blushed when one looked right at him and they both started giggling.

"Aw, don't let them bother you," said the kid sitting behind Clark, "they've been scoping on all the guys."

The speaker was a kid smaller than Clark, with a shock of red hair and an easy smile. He was wearing a red t-shirt with a yellow lightning bolt emblazoned on it.

"Name's Wally," grinned the kid, "Wally West. And you're…"

"Clark Kent," said Clark, catching the boy's infectious grin, "this your first day too?"

"Yeah," said Wally, "but I could get to school faster if it wasn't…you know." He pointed straight up for effect.

"Know what?" asked Clark, genuinely puzzled.

"Hang on kids," yelled the bus driver as she threw a series of switches Clark hadn't noticed before.

Suddenly straps shot down and around every kid, holding them securely in place. Clark had heard all the reports of schools wanting to implement seat belts on school busses, but this seemed a bit extreme until he noticed where the bus was headed.

Right over Henderson Gorge.

Clark started to go into automatic "rescue mode", not caring if his cover was blown, but then he remembered he didn't have one with these kids…they ALL had powers. So what was…?

There was a series of mechanical sounds, followed by a roar of engines as huge rockets popped up from nowhere on the back of the bus while wings unfolded from the sides as the bus flew over the cliff and into the air like…well, a rocket ship.

Clark was absolutely stunned. He never imagined that THIS was how he was getting to school. No wonder he would be home by the late afternoon. While all the other kids were yelling and laughing at the impromptu aerial roller coaster ride, all Clark could do was look at the sky and the earth below through the clouds. It was a sight he wished would never end. How wonderful would it be to have the power of flight…he thought he'd gladly trade any of his other powers…maybe all of them…to be able to fly.

His thoughts were soon interrupted by the bus driver's voice over the loud speaker.

"Here we are kids…Sky High!"

Clark looked out the front window and saw several other buses had joined with his to form almost a flight of the strange vehicles as they descended towards what looked like a huge island floating in the sky. On it sat a series of futuristic buildings that had to be the school. He had never imagined something so spectacular.

The buses descended and each landed safely to unload the kids. Clark was almost numb with excitement at not only what he had seen, but also now what was going on around him. There were kids everywhere heading into the school, with some actually flying! He saw the last bus descend with a loud thump and winced. That had to be the bus driver he had heard his talking about.

"Come on," said Wally, "they want all us freshmen in one spot."

Clark and some of the other kids followed Wally to the group that got off the last bus, and they joined in with them. Clark looked over the other new kids, but his eyes were especially drawn to a beautiful red-haired girl in a green top and blue jeans. She was absolutely gorgeous, and Clark barely noticed the wind from a sudden blur that surrounded the group.

Suddenly the wind stopped, and a large heavy-set kid appeared.

"Attention freshman," he bellowed as another kid, a tall skinny one with unruly black hair, literally sprung down the stairs like a human slinky to join his friend.

"I'm Lash, this is Speed," he said, "as the welcoming committee we'd be happy to collect the fifteen dollar new student fee."

A hand stretched out about seven feet to stop in front of one of the kids.

Clark knew a shakedown when he heard it, and was about to say something when he heard Speed yell.

"Hey, where's my hat?" he asked, looking totally dumbfounded.

A whistle drew his attention and that of everyone else. Wally was standing there wearing Speed's hat just like he'd had it on.

"Hey big boy," grinned Wally, "is this yours?"

"What the…how did…" Speed had not seen what happened, nor did he when his hat reappeared on his head. Even Lash looked surprised, and the other kids started laughing, even Clark, who had seen Wally move even faster than Speed had, first grabbing his hat then putting it back on him.

"Oh you think you're FUNNY freshman?" Lash said, starting to get a mean look in his eye, "let's see you try…mmpphh"

That was as far as Lash had gotten when Clark did as Wally had done at super speed, only he had pulled the hood of Lash's sleeveless hoody up, pulled the drawstrings tight so only Lash's rubbery lips were sticking out, then tied it in knot. All of this in one one-hundredth of a second.

"Alright you two, knock it off," said a gorgeous girl walking up to Speed and Lash, "get out of here before you make bigger dummies of yourselves."

The two did as they were told as the girl turned to the group. Lash kept slapping Speed's hands away as he was trying to untie his friend's hood for him.

"Sorry about that," she said with a dazzling smile, "I'm Gwen Grayson, the student body president…"

Clark wasn't really paying attention to her. Sure, she was cute and seemed nice, but once again he found his eyes drawn to the even cuter redhead in the group. She in turn was looking at a skinny boy who was apparently enwrapped with every word coming from Gwen's mouth. Clark made an effort to move closer to her and found himself standing beside a tall skinny kid dressed in white and yellow and a cute asian girl in purple and black. He smiled at both of them, and they returned his greeting.

Gwen finished her speech and the group started following her. Clark overheard the skinny boy say, "what about falling off the edge?" He realized he should have been paying attention too, but that was something to worry about later.

"Cool move with the hoody," Wally whispered to Clark, "I was gonna pants him."

They ended up in a large gymnasium and were greeted by a dazzling ball of energy that landed on the podium and took the form of a lovely lady with black hair and a dazzling smile, dressed in a white dress suit.

Clark was sure she was familiar, but he could not quite remember where he had seen or heard about this woman before.

"Greetings everyone, and welcome to Sky High," she smiled, before she was interrupted by a boisterous impromptu school cheer from both the tall yellow and white boy and Wally. Both quickly quieted and looked sheepishly at her as she raised one eyebrow and had a look on her face like she wasn't sure whether to scold them or approve of their enthusiasm.

"My name is Principal Powers," she continued, "and on behalf of the faculty I'd like to welcome you all here. Here your journey into the future begins as you start on the road to your own careers of super heroics. First you will all undergo power placement, then be sent to your assigned classes. I look forward to getting to know each and everyone of you."

Power placement? What was that?

"Sounds fascist," said the cute redhead.

"It determines if you get the hero track or the loser track." Said the asian girl.

"There's a LOSER track?" The skinny kid looked like he needed to sit down before he fell down.

"I believe the term is "hero support"," said a short boy with glasses.

Clark found himself agreeing with the redhead, Layla was the name on her nametag. What did it matter as long as someone had powers and wanted to help people?

"Comets Away!" shouted Principal Powers as she spun back into the energy sphere and flew around the group before flying out the main entrance as a hole in the floor opened up, revealing a rising platform with a tall, rather dour looking man in traditional gym teacher attire standing on it.

"Alright everyone," said the man, "my name is Coach Boomer. You may know me as Sonic Boom…or you may not."

Clark did. As an avid super hero fan he had heard of the Sonic Boom who had worked in Chicago for a few years, fighting the likes of Blowhard, Sportsmaster and the old Capone style gangster Hammerhead.

"I will determine whether you are a hero or a sidekick. My word is law. My judgment is final…and there will be NO "whiner babies". Am I clear?"

Everyone answered "yes sir", even Clark.

"I said…AM I CLEEAARRR!"

The blast from Boomer's voice made everyone but Clark step back, and he wondered if Boomer was doing it as a sign of intimidation or if he was just showing off.

"You," said Boomer, pointing right at Clark, "you first. Up here."

Clark swallowed a lump in his throat and felt his stomach drop down to his shoes at the same time. He had NEVER displayed his powers in public with an AUDIENCE. He climbed the steps up to the platform and stood next to Boomer, shyly looking out at the other kids.

"Well?"

"Well what, sir?"

"Are you going to do something or just stand there looking pretty for the girls?"

"Oh…well…what would you like me to do?"

"Just stand still," Boomer grinned with a malicious glee that would rival Lionel Luthor as he hit a button on a small remote and said "car".

"What…" was as far as Clark got before an old mid size car on a steel spring shot down from the ceiling and landed on him with a thunderous smash. Rather it landed AROUND him as his body smashed through the rear of the engine block and the entire dashboard, including the steering column.

Everyone gaped, even Boomer, as Clark stood there surprised but totally unhurt. Not even his hair had been mussed from the impact.

"I'm sorry sir," Clark said sheepishly, "was I supposed to CATCH that or something?"

"Yeah," mumbled Boomer, "or something. Well let's…"

A screeching of metal cut Boomer off as Clark bent the twistedcar bodyout of his way to get out of the wreck. He could have simply walked right through it, but he didn't really want to show off. Once he got out he decided to finish cleaning up his mess and proceeded to crush the car down, engine block and all, into a manageable size.

"I'm sorry sir," he said, lifting the block of metal with one hand like it was only a pail of water "is there someplace I can put this? I'd really hate for it to leak oil in your gym."

"Yeah," sighed Boomer, "there's a dump site out back where we put stuff before we dispose of it in the main disintegrator unit. Just go out those doors, hang a right and…"

Clark was already back from the dumpster. With him was a cardboard box loaded with aluminum cans and glass bottles he'd found there as well.

"I'm sorry I took so long sir," said Clark, "but I noticed all these recyclables out there and I was sure the school didn't want them destroyed when they can be reused."

"Uh…yeah," said Boomer, "look kid, before you do something else like fly around the world backwards and make time reverse itself I'm giving you my judgment; Hero!"

Everybody cheered, and Clark turned red with embarrassment. He walked off the platform with his head down, but acknowledged the cheers and pats on the back he got from the other kids with humble thanks. He admitted to himself that it felt great to use his powers without worrying about exposure or being thought a freak.

He noticed Layla was looking at him, and she gave him a friendly smile and wave. He returned it shyly, feeling his heart beat harder just from that than from the entire demonstration. He also saw the skinny boy with Layla was looking at him with an alarmed look on his face. The kid already seemed the nervous type, and apparently Clark's routine had only made him worse. Or was Layla his girlfriend or something?

"Way to go C.K.," Wally whispered to Clark, "that should make Stronghold sit up and take notice."

"Stronghold," asked Clark, "who's that?"

"Over there," said Wally, indicating the skinny boy, "that's Will Stronghold, the son of the Commander and Jetstream."

Clark was really impressed. The Commander had always been his favorite hero growing up, and he had always sought to emulate him with his strength and invulnerability. To not be ten feet away from the son of his idol made Clark have to fight off an attack of the "stupid fan boy" urges. He had so many questions for Will, but he knew they could wait for later. Right now he wanted to see what everyone else could do, especially Will, as he could probably outdo Clark in the strength department without even trying.

Clark watched the other kids demonstrate their powers with total fascination; one kid could copy anyone, another turned into a big rock monster that caught the second car Boomer dropped from the ceiling; Clark was relieved to see that they had an extra as he felt bad about trashing the first one, even accidentally. One boy showed he could grow two extra pairs of arms, and Clark thought how his mom would probably wish she could do that. All these were made heroes.

But there were others with powers Boomer relegated to sidekick. The little boy with glasses could melt, the cute asian girl turned into a guinea pig and the tall boy with her claimed he could glow. Clark thought turning into a liquid form could be a very useful power, he liked guinea pigs, and he had to use his x-ray vision and saw that, sure enough, the one kid DID glow. Thankfully he was just bioluminescent and not mildly radioactive.

Clark didn't understand this assigning into groups. Sure, it made sense to know what each other's powers were to give everyone a bonding experience and learn what they could do, but this whole "hero" and "sidekick" labeling wasn't right.

When Layla abstained from using her power as she felt it should be used only when needed, Boomer promptly labeled her a sidekick, which was totally wrong to Clark. Suppose Layla had a great power, or even a bunch of powers like Clark, and she was given this stupid label simply because she didn't want to show off? Clark felt ashamed of how he had acted earlier in his own placement, and was sure she probably thought he was a jerk. He should have been as brave as she was.

"That's lunch people," said Boomer, "we'll pick up afterwards…starting with YOU." The last part he said ominously as he glared at Will Stronghold, who looked like he was on the verge of fainting.

Clark had brought his own lunch with him, so all he had to do was find a seat. He saw Wally was sitting with the other hero status kids and had them all laughing with his jokes. He motioned for Clark to join him, but Clark indicated where he was going to sit, and when Wally saw Layla, he grinned and gave Clark a thumbs up sign and mouthed "good luck".

"Hi," Clark said to the group that included Will, Magenta, Zach and Ethan, "can I sit with you guys?"

"Sure dude," piped in Zach, "always room for a hero here."

"I'm not a hero," Clark said, "Layla's the hero for standing up like she did. And I don't care what anyone else may say, I think all your powers are cool."

This seemed to instantly win everyone over, except for Will, who had that nervous look on his face again.

"Is it just me," he said, "or is that kid REALLY staring at me?"

Everyone looked to see a tall, dark-skinned young man with shoulder length black hair with red streaks sitting behind Will, looking at him. Clark could see why Will was nervous; the kid was dressed in leather and denim that had a strange scorched look to it, and while he LOOKED dangerous, there was something about him that Clark found strangely familiar.

It was his eyes. Sure he was looking at Will, but he wasn't glaring. It was as if he was studying him like he wanted to come up and talk to him or something. But there was a haunted, sad look to those dark eyes that Clark knew all too well. It was the same look he had always seen in Lex's eyes.

"Dude," whispered Zach "that's Warren Peace."

"THAT'S Warren Peace?" answered Layla, acting like she had heard the name before.

"All I know is his mother is a hero and his father is a super villain…Baron Battle."

Clark almost whistled in response. As a fan of the Commander he knew all about Baron Battle, at least what he'd read in comics and seen on television news shows. Battle was the Commander's greatest foe, a brilliant mastermind as well as a powerhouse when it came to super abilities. Battle was now in prison for a sentence that virtually guaranteed he'd never get out again.

No wonder Warren had that look in his eyes. Lex's dad Lionel was a creep and a villain in his own right, but Baron Battle was in a class with only a handful of others that included Dr. Doom, Magneto, and Ra's Al-Ghul. Clark couldn't begin to imagine what he had been through in his young life.

"Is he still looking?" Will asked.

"No," replied Layla.

"I THOUGHT you said he WASN'T looking." Will said through teeth gritted in near fear.

Clark thought it was funny, but he saw Will was just more pensive.

"Relax Will," said Clark, "I think you'll do great in power placement this afternoon."

"That makes ONE of us," Will half-whispered.

Now Clark was getting a very bad vibe from Will. Something was definitely wrong.

But he was sure everything would settle down after Will got his "hero" placement.

To be continued.

Next: Clark gets into his first fight at school, gets detention, and makes new friends!

I did see part of the episode with Wally "Flash" West in it, and I just thought I'd throw him in for giggles as well, even though it wasn't the first season. If there were any other super kids that appeared in the first season and could be heroes in training, let me know.