In front of Clark stood a young man whose face was split in an arrogant smile, but who was an otherwise exact copy of him.

"What are you?" asked Clark, stunned by the sight.

Without answering, the copy attacked. It rushed forward and punched him in the face. So quickly that Clark hadn't been able to react in time.

His body shot through the forest, slamming through branches and leaves. He landed, rolling for a few feet, and immediately got up. He rubbed his jaw. He'd felt that.

Laughter sounded from the copy. "Wow, this is what it's like for you." The copy said with amazement, marveling at the fist that had just pummeled him. Even his voice was identical to Clark's.

Clark dashed at the copy, but even at super-speed it noticed. The copy retreated back several steps, and Clark stopped.

He wasn't going to catch it in a chase, it was just as fast as he was. Clark narrowed his eyes. "You're the phantom, aren't you? How did you do this?"

The copy smirked again. "Thanks to you and your little crystal, I just made a new body for myself. I have to say, I'm really loving it."

Clark fired his heat vision at it. Twin red beams lanced through the air, which buzzed with heat.

"Gaah!" The phantom shielded himself with his arms. It didn't seem to do much more than bother him, even when Clark ramped up the intensity. The phantom blocked the beams with both hands, then he cocked his head forward to return with identical beams.

Heat vision too. Clark frowned and broke off his attack. Immediately dashing into the forest.

The phantom didn't follow. Instead, he just stood there and radiated confidence. "Trying to hide from me? That won't work. I have X-ray vision and super-hearing too." He boasted.

The phantom confirmed it by speeding straight next to Clark's hiding spot. The creature tried to punch Clark, who ducked. The fist rammed through a tree instead.

Clark took the chance and slammed his fist against the phantom. Hard. It sailed up through the air to slam into the mountainside. The booming thud shook the air, and any birds still in the area flew away in a panic.

Clark jumped up onto the mountain to confront of it. He landed about fifteen feet away, wary in case he tried anything.

"Aggh." The phantom just laid there and gave out a pained gasp. Was it less durable than Clark?

No, the phantom had crashed into some rubble and cleared it. Clark's eyes widened in recognition. He could see the familiar glow easily now. In the visible spectrum it looked green, but it shone with a deadly brilliance in other wavelengths.

Kryptonite. There was kryptonite here. Some must have come through with Clark months ago and fallen down the mountain.

Clark had slammed the phantom next to kryptonite. He'd gotten lucky, but how was he going to contain the phantom? The kryptonite would interfere with the crystal, which might not even matter, since there was a good chance it was malfunctioning already. Clark couldn't get close, and he didn't have a lead suit handy.

Freeze breath. Use it at a safe distance, and the phantom would be immobilized. Then Clark could come back with some lead, but then what? Kryptonite would kill it eventually, and Clark didn't have any other way to hold it.

The phantom writhed on the ground in agony, and Clark grimaced. He knew how painful it was.

Then, the kryptonite suddenly brightened. The phantom gave off pained moans, and gradually . . . the mineral's light faded.

Clark watched the process in shock. Even his eyes couldn't pick out any remaining anomalous radiation from the kryptonite.

The phantom mirrored his shock, its eyes wide. Then, with a satsified grin, it grabbed the rock and rose to it feet. It kept rising, and stopped when it hovered a couple feet above the ground.

It could fly. The phantom could fly, and it could control the ability. Clark hadn't managed that yet.

"Huh, I came here to look for some kryptonite in the first place. Didn't expect to use it like this though." He tossed it in the air and caught it. "Thanks for the power-up." The phantom taunted, and he let the rock fall to the ground. His cocky smile widened, and he launched himself forward like a missile. In an instant, an outstretched fist slammed Clark in the face.

A boom shattered the air, and for the second time, Clark plummeted into the forest. He hit the ground like a meteor, trees and dirt violently exploded outwards.

He slowly reached up to climb out from the crater.

Clark shook his head to recover from sudden dizziness. He could taste blood in his mouth, heavy and metallic. When he wiped his lips, a small trail of red was left behind on the back of his hand.

Laughter filled the air from behind, and Clark turned to see the phantom drop down to the ground and confidently saunter towards him from the shadows.

"You dropped this." The phantom held up the crystal.

He's too fast. Clark was in serious trouble, he would be done for if the phantom touched him with that crystal. This monster would go on a rampage if Clark were trapped in the zone, and the crystal was his only way home. He had to take it back.

The crystal started vibrating, and the phantom gave it a puzzled look. Then, it shone a sudden blue. "Gah!" He cried out in sudden pain.

The crystal's light disappeared and it escaped the phantom's grip. Flying to a stunned Clark, who managed to catch it.

The phantom scowled at him. "Alright, looks like dear old Jor-El left you some tricks. It doesn't matter, didn't you pay attention? That crystal doesn't work on me."

Clark's fist tightened around the crystal. He launched himself forward as fast as he could. The phantom didn't move, but he did react. His eyes wrinkled in dark amusement.

Through the burnt clothing, Clark brought the crystal to the phantom's bare chest.

Again, it shone and propelled both of them away from each other. Clark had been prepared, and stayed on his feet. Skidding to a stop fifteen feet away. The phantom had been thrown back, but stopped himself mid-air.

He was telling the truth.

"See? I told you." The phantom told him, still hovering in the air. "The only way you're gonna beat me is by killing me. And I know you won't do it."

"Don't be so sure." Clark replied.

"Ha! If you were any other Kryptonian, that would be believable. But you're not any other Kryptonian." The phantom grinned as if he knew the funniest joke in the world. "I took more than a copy of your . . . not exactly DNA. I have your memories too. Mom and Dad raised us better than to kill."

Clark's breath caught. Could he- no, he couldn't be-

The phantom's smile fell, and its eyes shone with anger. "They raised you better than to kill, but you did it anyway. You let Dad die."

With a burst of speed, the phantom shot straight at Clark like a missile. Clark backed up from the trees, and caught the phantom's fist.

He'd . . . he'd caught it. It had been so sudden before, but the phantom was slower now. Not just that, it was weaker too. Why?

Sunlight streaked through the trees, and the phantom's skin flickered at its touch.

The face that had looked so much like Clark's own was replaced with a stony, gray surface. Clark kicked the phantom, and when it fell back within the shade of the trees, the face returned to its previous state.

The phantom held its side in pain. Its eyes wandered to the orange setting sun.

The sun. This copy of him had the same powers, but his body was different. It had been boosted by the kryptonite, did sunlight weaken it?

Clark ran forward, and the phantom started to fly back to the shadowed side of the mountain. He wasn't going to let it.

He activated his heat vision. Blasting the phantom and sending him above the treetops. Again, the sunlight turned his skin to a pale gray, but he didn't fall back down. The phantom could still fly, and quickly retreated back down under the foliage. Heading east, away from the sun.

How much longer before it set? A half hour? Less if the phantom kept going to the east. Clark had to beat him.

"Well would you look at that. Poor girl." The phantom said smugly.

For a moment, Clark was confused. Until he looked up at the mountain, and realized what the phantom meant. Their fight had set off an avalanche, a wave of rubble falling down from the peak. Clark had been so distracted that he hadn't heard the rocks rumbling, and a little girl was up there.

Without a second thought, Clark raced up the mountain. He kept an eye out in case the phantom tried to attack him, but the creature just kept flying east.

In a fraction of a second, Clark reached the girl. She'd ran to the edge of the overhang to escape the falling rocks, but one had still hit her on the head. She was bleeding, but she was alive. Her heart still beat, and her lungs still took in breath, weak and shallow ones.

No no no. He had to stop this. The bleeding! Stop the bleeding. He tore off a strip from his jacket and tied it around the wound. He was too nervous right now, if he applied pressure on her skull directly, he might accidentally crush it. Should he try using heat vision to cauterize the wound? No, no, his makeshift bandage was tight enough to hold back the bleeding, but she was still in trouble. The phantom had damaged her body after he'd possessed her.

The rocks were still coming. He needed a doctor. Where was the nearest town?! Where!

With his hearing, he pinpointed the nearest group of people, and he zoomed in on it with his vision. Highwood. Of course it was Highwood, he'd been here before. He had to think and stop panicking, it would be her death sentence.

As quickly as he dared, he climbed down the mountain.

Normally, fragile objects could handle the acceleration he put them through. He knew that, but this was an injured person, not a shopping bag. He didn't dare speed up anywhere near as quickly as he could.

All Clark could hear was her faint breathing and the weak pumping of her heart. He was so focused on it that the sounds were magnified to the point he might as well have been listening a hurricane and an enormous booming drum instead.

Highwood was miles away. A trip that could have taken Clark a couple seconds stretched out into agonizing minutes as he carefully maneuvered so he wouldn't rock the girl's body too much.

Eventually, he reached the town surrounded by wooden walls. He got up to the metal gate and kicked it in like cardboard.

"Doctor! I need a doctor!" His powerful lungs amplified the cry without him realizing, shaking a few nearby buildings.

The townspeople came out from their homes. Most were surprised, but a few reacted quickly. Within fifteen minutes, she was in the office of one of the town's doctors. Clark stood as still as a statue, watching the doctor treat her.

He'd messed up, become so preoccupied with the phantom that he'd forgotten that someone else had been nearby. It was incredibly lucky that the phantom hadn't ripped her apart like the other hosts.

No, it hadn't been luck. That monster hadn't cared. It must have been convenient for it to do leave her, maybe it had been preserving her in case it needed to retreat and use her as a host again. Clark didn't know.

For God's sake, that phantom had cloned him and was somehow immune to the crystal. Clark didn't know anything.

\\

"Retreat! Retreat!"

The White Fang yelled and ran. A few of them fired bullets back, but the four of them easily deflected them.

Qrow and the three girls made quick headway through the terrorists in search of Ruby. Damn it. How had this even happened? What in the world had made her sneak off in the middle of the night and fall down a hole?

Although Qrow grudgingly had to admit that she'd made a good choice to bring Zwei. He'd been the one to lead them to where Ruby had gone.

After the White Fang all ran back, Qrow was relieved to hear the familiar voice. "Guys!" The fifteen-year old girl zipped up in front of them with a trail of rose petals.

"Ruby!" Yang reached out to hug her.

"Are you okay?" asked Weiss. The heiress handed her leader her scythe.

Ruby took it with visible relief. "I'm fine, but we have to stop that train! Torchwick has a bunch of weapons and stuff on it."

As if on cue, the thief's voice sounded. "Everyone get to your places, we're moving now!" The train's engine puffed, and its wheels started rolling.

"Alright, everyone on! We're stopping it!" Qrow ordered. Where was Torchwick even planning to take the train? The tracks were blocked off.

The six of them, counting Zwei, leapt onto the back car. "Hold on, I'm going to call in some help." He told them once they landed, and took out his scroll. Clark still wasn't back yet, but wherever he was, he could probably get here in a few minutes.

Qrow's scroll beeped from an error. No signal. He cursed, that meant no reinforcements, and no way to get Ironwood's troops to stop the train.

"Um . . . uncle Qrow?" Ruby nervously pointed to an open hatch showing the inside the car. "There's something there."

Qrow followed her finger and clenched his fist at what he saw. A bomb. There was a bomb.

"Move forward!" Qrow yelled out. "Blake! You cut the car loose so we don't get killed!"

They jumped forward, just in time for White Fang to climb up onto the top. Immediately, Qrow and three students ran up and made short work of them.

With an audible clunk, the rear car detached and started to fall back.

"Alright, everyone here!" Qrow called out. The students converged to him on top of the car. "We have to stop this train. I'll stay up top and deal with the White Fang. The four of you get inside and go to-

Boom!

The train car that had detached exploded. Almost immediately, a bunch of Grimm dropped in.

"We need to get going quickly!" Blake said with wide eyes. "That car detached itself before I could cut it off. They want them to explode."

Qrow ran forward and cut open the hatch to this car. Another bomb. "Alright! Go go go!" Qrow rushed them all forward. The car they'd just been standing on also decoupled, and the four girls jumped into the car in front of them.

Qrow transformed into a bird. He adapted to the sudden rush of air on a smaller body and flew forwards to the White Fang. They were getting inside stolen Paladins to fight him, they'd even painted the White Fang's three claws and head on them.

It was easy to transform again and shoot the back leg of one of the mechs, the systems wouldn't have registered a small bird as a threat, and no way the pilots were looking for that. The Paladin tipped over and fell off the train. Really, using those things on top of a moving vehicle like this wasn't a good idea.

Qrow looked up ahead, more White Fang were trying to get inside the stolen mechs. No way he was going to let them.

\\

More White Fang were inside the trains, but team RWBY went through them like butter. Ruby wanted to rush ahead with her semblance, but Torchwick was there and they'd be fighting in a confined space. She wasn't sure she could beat him, she needed her team with her.

They broke the door down into the next car and hurried in.

"Uh-uh." From the other side of the car, Mercury shook his finger at them. "You're not getting any further." Beside him stood Emerald, who frowned at him, and turned her eyes back at the four of them.

"You guys?" Ruby asked in surprise. The rest of her team stood back with cautious expressions.

"Yep, us."

"You have to get out of the way!" Ruby pleaded. "This train's going to bring a bunch of Grimm into Vale!"

"Yeah, that's kinda why we're here. To make sure that happens." Mercury said.

Ruby's eyes widened. "B-but-

"Ruby, they're traitors." Blake stepped forward with her weapon at the ready. "They're on Torchwick's side."

"You two go on ahead. Blake and I have this." Yang said, standing beside her partner.

"Cute, you think you stand a chance against us?" The silver-haired teen taunted.

"I saw your spar with Pyrrha, it wasn't anything special," answered Yang.

He snorted. "That wa-

Immediately, Yang shot from her gauntlets. Blake reacted quickly by shooting from her own weapon. After they fired their shots, Yang bolted ahead to get in Mercury's way. Blake moved to fight off Emerald.

Ruby and Weiss rushed forward, using their respective Semblances to speed past them.

In the next car was another terrorist. Just one. He was tall, and carried a big chainsaw. Which he immediately revved up.

Could Weiss beat Torchwick alone? Maybe. It was a bad match-up for Ruby, she wouldn't get a lot of movement in this car. She didn't know if she could beat this guy either.

"A Schnee." The faunus said with excitement. "I've always wanted to kill one."

Weiss bristled at that, but didn't let herself get too angry. "I can take care of him. You go on and fight Torchwick."

"No."

"No?" Weiss asked curiously.

"We're gonna team up against this guy, then go to Torchwick."

"Raah!" The White Fang ran forward.

Weiss deflected it and pushed him back, while Ruby leapt back and propped up Crescent Rose by the blade. She shot off a bullet. It bounced off his aura, and he growled in pain. Even with aura, it was a sniper round.

"I'm on support." Ruby said in a low voice. "You keep him back and I'll fire."

"Alright." Weiss flourished her weapon at the terrorist, and dashed ahead.

It took a little while, the guy figured out what they were planning when Ruby stayed back. He tried to constantly stay on the move to throw off her aim, but that wasn't easy when lugging around a big chainsaw. It let Weiss get some good stabs in. Ruby put also shot off a couple more rounds which took out decent chunks of his aura.

Turning his back on Weiss to deal with Ruby was pretty much impossible too. The two of them won the fight, easily. Once he was low on aura, Weiss encased him in ice and quickly hit his head with the butt of her sword to knock him out. Ruby grinned when she did.

"What is it?" asked Weiss. Raising an eyebrow at her leader's expression.

"Nothing, you just really seemed to enjoy that."

"Well maybe I did." Weiss announced. "Can't I have a little satisfaction from hitting a terrorist who hates my family?"

"It doesn't seem propeeerrr." Ruby teased in a sing-song voice.

Weiss turned her head aside and hmphed. "Enough. We need to get to the front of the train. Here, these will help." She handed over some dust rounds.

"Ooh, nice! Thanks!" Ruby took them and loaded up her baby. "Let's go."

They ran up to the front car, and with a coordinated move, they went in. Weapons locked and loaded.

Torchwick stood at the controls, and quickly turned around to face them. He sighed, twirling his cane. "Red! Ice Queen!" He said with totally fake excitement. "Good to see you. I knew the White Fang were useless, but this is a whole new leve-

"Enough!" Weiss interrupted the thief and pointed her rapier at him. "You're going to stop this train."

"Rude, I thought you of all people would like insulting the White Fang." He said. "And no, I don't think I will."

"You can't beat the both of us." Ruby warned him.

"Tch. You kids are too confident in yourselves. Tell me, even if you got through me, do you even know how to stop this train?" He gestured towards the levers and buttons.

For a few moments, no one spoke.

"W-we'll figure it out!" Ruby argued. He had a point. Why couldn't they be labelled with big signs that said BRAKES or SLOW DOWN?

"Uh-huh. Too bad you won't get the chance." Roman brought up his cane and its bottom opened. He fired a round.

Weiss and Ruby dodged it in opposite directions.

"Be careful!" Ruby warned. "His cane's handle can shoot off like a grappling hook!"

Weiss nodded in response. Then, she rushed in with her weapon pointed straight at the thief. She and Roman swiped and parried. When Weiss saw that Ruby was ready, she leapt away so her leader could get a clear shot.

Ruby shot off a round at Torchwick. He managed to intercept it with his cane, but the dust in the bullet reacted and covered the end of his weapon in ice.

"Well, this is annoying." He noted.

Weiss came in to take advantage of it. With the ice, the weapon's balance was thrown off, and it was too heavy for him swing it and block her. Myrtenaster dug into his aura, and he let out a frustrated growl.

He managed to land a kick on Weiss which knocked her away, and slammed his cane against the floor to break free of the ice. He headed for Ruby, weaving from side to side so her shots wouldn't hit him.

Ruby brought Crescent Rose up to block him. She had the longer reach, but with all the boxes and the tight space, it wasn't going to do her much good. She parried his cane with her scythe's handle, and managed to hold out long enough for Weiss to get back and support her.

Together, they fought Torchwick from both sides. Even managed to make him drop his cane and pin him up against the wall with ice.

"Oh no, you've beaten me." He said in a flat voice.

"You think this is funny?" Weiss gave him a disgusted scowl. Myrtenaster aimed at his throat. "You're trying to lead Grimm into the middle of Vale! Tell us how to stop this train!"

"Sure. You just gotta pull the thingy and the brakes will kick in." He rolled his eyes. "It's already too late, look out the front of the train."

The two girls turned their heads, and gasped. Up ahead was the wall sealing off the tunnel. Even if they activated the brakes, the train would probably still crash into it.

Weiss immediately put up a shield of ice to cover them. Hopefully everyone else would be safer further back in the train.

A couple seconds later, everything exploded.

\\

Ruby got up. "Uggh." She groaned. Okay, that had hurt. They were still inside Weiss' ice dome. Weiss was up too, but Torchwick had been knocked out by the crash.

Ruby sliced her way out, and into the mangled train car. Sunlight shone in, and she saw that they were in a courtyard. A bunch of people stared at the head of the train breaching through the ground.

Behind her, growls sounded, and the heavy padding of feet. Grimm climbed out through the hole. No no no, there were people here!

The stunned silence had been like a boulder balanced off the edge of a cliff. Now, it came crumbling down. All the citizens ran away screaming.

\\

Clark didn't sleep for the whole night. Instead, he kept watch on the girl from the Soren tribe. Listening to her slow breathing, all Clark could think about was how fragile she was. Fortunately, the town's doctor had said that she'd recover.

She woke up in the morning. She winced and reached for the bandage covering her head. Then, she saw him standing in the corner of the room.

"Wh-who are you?" she asked him.

He tried to give her a comforting smile. "My name's Clark. Are you feeling okay?"

"My head hurts."

"Yeah, you were hit in the head. Do you remember that?"

Slowly, she nodded. "I-I was on a mountain, and rocks came down."

"Anything before that?"

She closed her eyes, and her face scrunched up in concentration. "Walking in the forest with my dad." She answered. "He-I think he was sick. He was acting weird."

Her dad, almost certainly one of the phantom's previous hosts, and . . . probably dead.

"What's your name?" Clark asked her gently.

"Leah."

"Well Leah, are you hungry?"

She nodded.

"Then let's get you something to eat. Hold on, I'll be back."

Clark walked out and spoke with the doctor. Besides the injury, there had been troubling signs of some blood poisoning, but as long as she took medication it would be fine. Her head injury would heal too, as long as the bandages were changed from time to time.

"Is there somewhere nearby where I could get some food for her?" asked Clark.

"There's an inn pretty close by run by a woman named Mary." The doctor told him. "It's only a few blocks away."

"Thanks. I know the place." Clark heard the door to Leah's room open, and soft steps. He turned his head to her standing outside the room. "Leah? Is something wrong?"

"I don't like it here." She said. Her eyes kept looking around, and her wide eyes indicated her distress at a poster detailing human anatomy.

"Okay, come with me, I'll get you something to eat." He walked to her and held out a hand in case she wanted to hold it.

She reached out and grabbed it.

Clark led her out, and Leah looked around with faint interest at the town. She turned her head slowly, the pain from her wound making it difficult to do otherwise.

"Is there anything in particular you want to eat?" he asked.

After a few moments of intent thought, she decided. "Pancakes."

"Anything else?"

"Ummm, more pancakes."

He couldn't help but chuckle. "Pancakes and pancakes it is then."

After a few minutes, the two entered Mary's inn. This early in the morning, only the blonde owner was there. She stood behind the wooden counter at the bar.

"Clark?" Her eyes widened in recognition, then turned to the child beside him. "I heard that someone came in last night with an injured girl. That was you?"

"Yeah. Nice to see you again." Clark walked up and Leah sat on one of the chairs.

"It's nice to see you too. Is there something I can help you with?"

"Just some food for her. A stack of three pancakes." He turned to the girl. "You want anything else on it besides syrup? Whipped cream? Strawberries?"

She gleamed with excitement and frantically nodded. "Yes!"

Mary laughed a bit at that. "Looks like someone has a sweet tooth."

"Seems like it." Clark added. "Is it okay if I leave her with you for a while? I'll be back before an hour is up, promise. Also, give her any more food if she asks for it. I'll pay."

"Sure you want to give a little girl that sort of power?" She grinned.

"I think she'll be able to handle it." Plus, there was a good chance Leah hadn't eaten in a while. She hadn't complained, but it was the least he could do after what she'd gone through.

He walked out. After a few steps from the door, making sure that no one would see him, he flashed out of town.

And stopped miles away. Back at the mountains. He hadn't realized that the pieces of kryptonite in Colorado had come along for the ride. If there was any left, he needed to find it before the phantom did. He'd already cut it too close, finding the phantom when it had already come to look for kryptonite.

Clark extended the range of his vision. Normal kryptonite shone in more than just its toxic green, it was incredibly obvious in other parts of the electromagnetic spectrum. He circled the mountain, scanning its entire surface for kryptonite. He didn't find any, even when using X-ray vision to peer into crevices and cracks.

But he did find two other interesting things

Traces of lead. Hardened droplets of it. Clark was sure they hadn't been there before, and knew what they implied. The phantom would have had plenty of time to return and find any remaining kryptonite. With flight and X-ray vision, he could have easily found a source of lead and used heat vision to make himself a suit. He must have hurried if he'd still been dripping molten lead.

Did that mean that the kryptonite had hurt the phantom too? It had seemed like it at first, but he'd absorbed it and been fine. More than fine, his boast about it powering him up hadn't been empty.

At least, until the phantom stepped into the sunlight. His skin had turned gray, and his strength had been sapped. So the phantom was powered by kryptonite and weakened by sunlight? The opposite of Clark?

Clark couldn't control his cells' absorption of sunlight, so the phantom might not be able to control his ability to absorb kryptonite. That would explain why he'd used lead even if he could easily use kryptonite to power himself. He needed to conserve his energy.

It made sense . . . but Clark couldn't be sure. He knew too little. The phantom hadn't been completely weakened or pained by sunlight like Clark would have been by kryptonite. He'd still flown.

Also, the crystal wouldn't work on him. Even though it had worked on all the other phantoms.

Clark had no idea why or how the device did anything. It had rejected the phantom, but that was as much of a mystery as the glowing and vibrating. Could it neutralize kryptonite like Clark's ship? Could it somehow track down the phantom?

If Jor-El told him anything, he could have avoided this whole disaster!

Clark took a deep breath. Enough. Getting angry about it wouldn't help.

He needed to focus on the second thing he'd found. A burst of radio activity. Clark had been confused at first when he'd seen it. He wouldn't have even noticed it at all unless he'd been specifically pushing his vision to its limits. It had taken him a little while to realize it had been coming from him. Or rather, the scroll he'd been given.

It spied on him. Whenever he sped up, it activated. What it was sending, he didn't know.

Clark clenched his fist. It was time to return to Highwood and ask Leah in case she could tell him more about the phantom.

After that, he'd go to Vale and figure out what to do about the scroll.