Disclaimer: I do not own Smallville.

Summary: AU S9E18 "Upgrade" fic - What happens when Clark inhales black meteor dust instead of red. One-shot. Semi-dark fic.

Pairing: Kaloe.

Rating: NC-17.

Flashback: -

Tess smirked as the scientist in charge of reports on the project, Henry Strom, marched up to her desk, a smile on his face.

"Dr. Strom." She started airily, smirk widening at the look in the man's eyes. "I take it there has been progress in the project?"

The man nodding, practically slamming his report down on the desk. "Phenomenal progress, Ms. Mercer." He opened the folder to a specific page and stepped back, explaining. "We've found that by super-heating the green meteor rock we can cause it to turn black, a process that apparently supercharges the rocks, allowing more power than even the red." He gesticulated wildly as he spoke.

"I see." Her eyes lit up as she read the file. "Fascinating, carry on with the good work Dr. Strom, I expect to see more results soon."

"Yes Ms. Mercer." The man nodded excitedly and quickly left the office, leaving her alone with her thoughts.

End Flashback

Perhaps if Tess had known the effect that this specific type of Kryptonite could cause in Metropolis' resident Superhero she would not have been so quick to use it in this specific project.

Clark groaned as he wearily lifted his head, staring around with blurred vision as he slowly regained consciousness. The last thing he remembered was speeding through the sewers, finally coming to the end of the pipes and inhaling what looked like ash, and then he had felt like he was being torn in two, and then... Something hit him.

"I see you have finally awoken." A cool voice stated from his front. He looked forward, squinting through the dull ache that came with his return to consciousness. "That is good, I need you as such to witness my rise."

His eyes widened as he finally saw who was speaking. Dressed in the same Black Trenchcoat and ensemble that he usually wore, he stared into the callous eyes of his duplicate. "What...? Who are you?" He growled, straining against the... Chains? "Why are you doing this?"

"I am you." His Doppelganger said in his pause. "The part of you that you seem to think you are embracing."

"What are you talking about?" He huffed, still trying in vain to pull against the simple steel restraints, only now noticing the blue glow that they emitted. "Blue Kryptonite." He murmured, vexed.

"Yes." His attention was wrested away from the chains to the being that stood before him. "I am Kal-El."

"Un," He grunted, refusing to give in despite the seeming hopelessness of the situation. "No, you're not, I am!" Despite his defiant shout Clark found he was no closer to escape.

Kal-El "Hmm'ed" and smirked. "No, you're just the weak human side, trying so hard to be Kryptonian and failing so miserably."

"N-Mmn." Any reply Clark may have attempted to put forth was cut off by a strip of duct tape across his mouth.

"You are irrelevant, and now I shall fix the mess that you so easily have caused, and all you and your friend shall be able to do is watch." His smirk darkened as Clark heard what vaguely sounded like a bell in the distance. "And now I go, to rectify your mistakes."

As he left through a hallway to the left Clark finally noticed Oliver, covered in sweat as he panted around his own similar gag, trying desperately to unchain himself. He frantically looked around the dark room for anything that could help him get out of these chains and allow him to free Oliver, seeing only a set of tools and a small, wooden stool on his left side, too far away to reach. He looked forward and noticed that he was placed before a window of some sorts, the glass clean and immaculate.

"Clark?" He turned frantically, noticing Chloe on the other side of the glass entering through the door. "I got your message, you said you wanted to see me about something?" The young blonde raised an eyebrow as his doppelganger approached her from the other side of the room.

"MMN!" He screamed, trying desperately to warn her, to tell her to run, to get away, anything! However the girl on the other side of the window didn't seem to hear or see him. He heard Oliver to the side doing the same.

"Chloe." His Kryptonian side stated warmly, pasting a false smile on his face. "Yes, I've been waiting for you. I need something."

The former reporter stepped forward, quirking her lips at him. It seemed no matter how good an actor Kal-El was he still couldn't completely get the little nuances such as inflection or tone down pat. "What did you need?" She asked, looking up at him.

"Some valuable insight." Kal-El murmured under his breathe, then looked back up and smirked at Chloe. "I've been thinking."

"Ooooookay." She drawled, staring at him. "Did it hurt?"

"No, no." He waved off, clearly not getting the joke. "But we have been friends for years; I shared my first kiss with you, and we've done such frequently since then, and I've always wondered why we didn't get together?"

Chloe drew back as though struck. "W-What?" She flustered. "Clark, what's this about?"

"Maybe we should have gotten together a long time ago." He finished simply as though she hadn't spoken. "I don't understand why we didn't."

She drew in a breathe and stepped back sharply. "Who are you?"

His faux-self stepped forward, adopting a hurt expression. "Chloe, what do you mean? It's me, Clark!" He emphasized, patting his chest.

"Nice try." She snarled, turning to run only to find him suddenly in front of her, countenance blank.

"Kal-El." The double conceded, looking down on her. "I'm Kal-El." He smirked.

"Oh hell." She stepped back several times, stunned. "You've been around red Kryptonite, haven't you?"

"Black, actually." His other self grinned, causing Chloe to pale several shades.

"Oh, no." She murmured, swallowing. "And Clark...?" She asked fearfully.

"He's around." He stated vaguely, jerking his head. "I haven't harmed him, if that's what you're asking."

"Then... Why did you call me here?" Chloe breathed, backing herself into a wall as Kal-El stalked towards her; a deep, predatory gait.

"Because Clark and I are the same person but I'm not blind." He huffed, eyes clouded as he stared down at her. "He sees you as the sidekick to contact whenever he needs help that Lois can't provide, he sees you as the cousin of his future love."

Chloe withdrew with each point, looking slightly hurt. "So? I don't care what you see me as. You love Lois, I'm happy for you both."

"I said he sees." Kal-El iterated.

"What?" "Mmn?" Both Chloe and Clark asked at the same time.

"I'm his true self, his Kryptonian side... And I see differently. I see clearly." He stated pointedly.

"I don't understand." Chloe confessed, eyebrows furrowing as he leaned in closer to her.

"I see you... As smart." He started. "Strong, willful, loyal, prideful, brave, beautiful..." He trailed off. "The perfect mother of the new Kryptonian race. My perfect wife."

"WHAT?" "MMN?" "MMN!" Chloe, Clark and Oliver all spoke at the same time, shrilly.

"You heard me." He said simply. "He can have Lois, I don't care about her." Kal-El smirked, shaking his head. "I suppose she must be attractive to my human side for some reason, though I couldn't imagine..." He trailed off. "While you were working your way to the top she was sleeping her way to the top. I saw the files." He cut across Chloe's protests. "Don't deny it. Someone like that is not worthy. Kryptonians are loyal and hard-working, they don't sleep with anyone who offers them money." He finished.

"It's not like that, she wasn't sleeping with Grant Gabriel for her job," Behind the window Clark grunted, previously unaware of what Lois had done with her old Editor. "She was just- Mhh!"

The reason behind her sudden stop was because Kal-El had cut her off with his lips on hers. Chloe froze, arms coming up to push him away at first, but after several seconds she sunk into him, pushing back. The two stayed like that for several seconds before finally she came to her senses and pulled back. "Listen, 'Kal-El'." She spoke scornfully. "Clark or no Clark, I'm with Ollie now, and he's who I'm staying with."

Oliver's smile was wiped off his face with what Kal-El said next. "Even after he said that you ran off with Davis; not to protect Clark, to protect ME, but because you loved DAVIS?" He stressed, looking into her eyes.

"I- He-" Chloe swallowed her sadness at his words and heaved in a deep breathe. "I don't care, that was in the past, that was-" "-Eight months is not past, Chloe." Kal-El cut her off. "He is going to want you to marry him, to have his children and a white picket fence, to go where he goes, to always have his back."

"And what you want is so different?" She asked in disbelief, though she looked unsure after what he had said.

"Never." He pursed his lips. "I want you to birth my children; to birth the new Kryptonian race, a better race, not the 'Kandorian' race." He spat in disgust. "But I would wait a year, ten years, however long it took for you to be ready. And I would never stand in the way of your dreams, would always help you obtain them, in fact." The whole time he spoke Kal-El stared directly into her eyes, revealing his honesty.

She drew back, eyes wide. "I..." She gulped, eyes glimmering.

"I want you." Kal-El smirked confidently again, teeth glinting in the mild light of the room. "If you don't want me... Tell me you don't love me, that you don't want me, that you never think of this."

"I... I..." Despite her desperate tries Chloe just couldn't seem to speak the words. "I can't." She finally spoke, looking away shamefully.

"I thought not." He grinned, a spark of Clark's old smile shining through. And then he reached out and grasped the green leather jacket that Oliver had previously bought her, sliding it off her shoulders and revealing the violet camisole beneath.

"Clark..." She whimpered as he pressed against her, hands running down her front, across her breasts and her flat stomach to the edge of her jeans, palms against her thighs.

"Kal-El." He corrected, brushing his lips against her earlobe.

The two sunk into a passionate embrace, moaning as their lips pressed against eachother, tongue's battling for dominance.

Chloe moaned as she lifted her arms, allowing her top to be stripped from her as she leaned forward, hands roaming and breasts heaving.

And by the end of the night something new would be born, something wonderful. And all the while Clark and Oliver watched on, helpless. And in three months time Chloe would lean back against his muscular chest and smile, eyes closed peacefully and breathing even as his arm rested across her lap, holding her to him.

And Clark would hold Lois' hand as the two sat in the restaurant two blocks down from the Planet and in the back of his mind wonder... What if?

And Oliver would smirk as he took Dinah out to dinner in Star City; all the while, in the back of his mind wondering... What if?