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"Metamorphosis" is the second episode in the first season of Smallville, and second episode overall. It aired on October 23, 2001.


Greg Arkin has a passion for insects and Lana Lang. When meteor rock-infected bugs swarm him, he takes on insectoid characteristics. Clark wakes up to find himself floating above his bed. Lex tries to help Clark woo Lana by giving him her necklace. Clark discovers that he can protect himself from its effects with lead. Greg kidnaps Lana, and Clark battles Greg to rescue her.


→ see also Category:Screencaps from episode 1x02

Lana finds a box of butterflies in her bedroom.

Lana is dropped off after the homecoming dance. As she prepares for bed, she finds a box in her bedroom. When she opens it, butterflies surround her. Outside in a tree, Greg Arkin, a boy from school, is watching her through a window and recording her with a video camera. When he goes home, he fights with his mom, who found another videotape of Lana. She threatens to ship him off to military school. Greg is an avid collector of insects.

Greg's mutated fireflies.

He loads up part of his collection into his car, presumably to release them, but he hits a bump and the jar containing the insects breaks. They swarm around Greg, apparently biting him, until he crashes his car. He screams as they continue to attack.

The next morning, Mrs. Arkin enters his room to find all the cages are empty. She doesn't notice her son stuck to the ceiling with a web-like material.

Clark Kent is dreaming of flying. He flies into Lana's house and floats over her bed; she wakes up and tells him, "It's all your fault." Clark wakes up in his own house, floating above his bed. He tells his dad he woke up floating, but Jonathan says he can't provide any explanation, but they will deal with whatever comes their way.

At the farmer's market, Clark confronts Whitney Fordman, who tells him the Scarecrow incident was a joke. Whitney asks for Lana's necklace, but Clark doesn't have it. Meanwhile, Lana runs into Greg, who asks her for help on a school assignment. Lex Luthor is also at the market. He notices Clark's interest in Lana and asks him about the previous night in the cornfield.

Clark saves Whitney.

Greg ambushes Whitney in his truck on his way home. The Kents drive up on the accident and Clark saves Whitney before his truck exploded and covered the two in flames. Martha and Jonathan were relieved they were safe but shocked to find Clark completely unharmed.

Lex admires Lana's riding awards.

Lana is riding at the stables and Lex meets her after she finishes. When he tries to introduce himself, she says they've already met. She explains that when she was ten she went to Metropolis for a riding competition. Lex's father invited her and her aunt to stay with them and use the indoor pool, where she found Lex and another girl skinny-dipping. Lex sees a photo of Lana wearing her necklace. He finds out that she gave it to her boyfriend Whitney. Lex knows that it ended up around Clark's neck in a cornfield, so he suggests to Lana that she ask Whitney where he was before the homecoming game.

Greg confronts his mother.

Greg's mother comes home to find the thermostat set to 103 degrees. Some of the walls are covered with webs. Greg explains that he is planning to eat, then molt then mate. Then he explains that the pharaoh spider kills its mother after it hatches.

Lex gives Clark Lana's necklace. It makes Clark sick, but Lex shuts it up in a lead box and Clark doesn't feel its effects anymore. Clark doesn't want to take it, but Lex persuades him to use the necklace to woo Lana. At school, Lana confronts Whitney about the prank on Clark and requests her necklace back. Whitney says he lost it, and she walks away. She passes Greg, who reminds her about helping him with the assignment. Lana tells him she's busy, that she has to see Clark.

Lana confronts Whitney about her necklace.

Clark experiments with the meteor rock in the lead box before Lana finds him in the barn and apologizes for Whitney. When she admires his loft, Clark says that his dad built and calls it his "Fortress of Solitude". Clark skips this opportunity to return her necklace.

Greg molts in the shower.

Greg molts in the shower and then goes to the barn to attack Clark. Jonathan is there and is nearly killed, but Clark saves him. Clark recognizes Greg and Martha remembers they used to be friends. Clark admits to his father that he feels responsible for all the weird things that have happened in Smallville since the meteor shower.

Chloe finds an article about Amazonian tribesmen who take on characteristics of insects after being bitten by them. She deduces that meteor rock-infected bugs must have bitten Greg and turned him into a "bug-boy." Pete and Clark talk about how they used to be close friends with Greg in grade school. He had a tree-house near the foundry but Pete remembers that Clark always got sick when they played there. Clark, Chloe, and Pete go to Greg's house to investigate and find a mess: pieces of Greg's skin in the shower, a video of Lana and the corpse of his mother. They deduce that Greg will come after Lana next and go to try and save her.

Greg and Clark fight.

Whitney tries to apologize to Lana and Greg appears and throws him across the barn. When Clark arrives, Whitney tells him that Greg has kidnapped Lana and headed off into the woods. Clark deduces that Greg took her to the tree-house. He gives Whitney directions and takes off at super speed.

At the tree-house, Clark finds Lana in a cocoon. Clark and Greg battle from the tree house to the Creekside Foundry. The place is littered with meteor rocks, which weaken Clark until he realizes that lead shields him from its effects. Clark finds Greg and throws him across the room. Greg then is squashed when some heavy equipment falls on him. Back at the tree-house, Whitney rescues Lana and they walk away with their arms around each other. That night, Clark leaves Lana's necklace on her front doorknob.



Guest Starring

Featured Music

Song Artist/Band Scene
"Last Resort" Papa Roach Played when Greg Arkin crashes his car.
"Island in the Sun" Weezer Played during the farmer's market scene.
"I Do" Better than Ezra Played when Whitney is driving his truck before Greg attacks him.
"Underdog (Save Me)" Turin Brakes Played when Lana is on her horse, before she talks to Lex.
"Damaged" Aeon Spoke Played when Lana confronts Whitney.
"Love You Madly" Cake Played when Clark talks to Chloe in the hallway at school.
"Wherever You Will Go" The Calling Played when Clark sees Whitney take Lana home and he anonymously returns her necklace.


  • A metamorphosis is a biological process in which an animal undergoes an abrupt change in its body structure.
  • The title refers to Greg Arkin's change into a bug-human hybrid via meteor rocks.


This episode takes place directly after the Pilot and takes place over four days (including the night of the homecoming dance) which would mean this episode takes place October 7–10, 2001.


  • Antagonist: Greg Arkin
  • Clark uses the following abilities in this episode: super strength, super speed, and flight.
  • This episode is the first episode with the opening credits that continue throughout the rest of the first season.
  • According to the Season 1 companion book the Working title for this episode was "Arachnid".
  • According to the special features on the Smallville DVD release of the first two episodes, the skin that Greg Arkin peels off his body and drops to the shower floor during his molting was actually ham cold cuts.
  • This episode has two deleted scenes which can be viewed on the Season 1 DVD.
    • In the first scene which takes place after Clark wakes up from floating. He rushes down stairs to tell his parents what happened only to notice Pete Ross there having breakfast that Martha has just made. Pete tells Clark about what happened to Whitney and his two friends trucks during the homecoming dance, but assumes it was a prank by a rival school, the Glenville Griffins that were playing against the Smallville High Crows. Martha, whilst looking at Clark, wonders how they did that, Clark replies he doesn't know and wishes he'd been there. Jonathan then comes in and tells Clark that Pete helped him load the truck for the farmers market whilst Clark was still asleep.
    • The second deleted scene, takes place after Clark tells Jonathan he was floating. Jonathan asks Martha how she's doing (after seeing Clark save Whitney from the truck crash) and she points out the explosion would have killed her or Jonathan and that Clark doesn't have a scratch on him. Jonathan then tells Martha about what Clark told him about floating. Martha asks what Jonathan said to Clark about it, he replies that he told Clark we'd figure it out and Clark didn't come with an instruction book. Martha then tells Jonathan that she can cope with Clarks abilities of Strength and speed but now things are changing. Jonathan says he was hoping Clark's powers would level off about now but he doesn't think they will. Martha then worries that Clark will never be able to live an ordinary life or that he will never be able to have kids, she then asks "How do you raise a child in a world where the rules literally don't apply to him". Jonathan then hugs her and says "The best we can". Martha then says if he was floating then Clark needs to get over his fear of heights.
  • This episode and the pilot were edited together to make a 2 hour feature-length premiere presentation, when it was first shown in Canada, the United Kingdom & Australia.

In Other Media

  • Lex tells Clark that the lead box which protects him from the kryptonite necklace is supposed to be made from the armor of St. George, the patron saint of boy scouts. Superman is sometimes referred to as the "big blue boy scout," and Clark is sometimes referenced, both in the comics and the show, to have been a boy scout. Also, Clark's first codename with the Justice League in the show is "Boy Scout".
  • Greg choosing Lana as his mate may be an allusion to Lana's pre-Crisis adventures as Insect Queen.
  • Greg Arkin's powers and origin story are similar to Marvel Comics' Spider-Man. Both were bitten by super-charged creatures; Spider-Man was bitten by a radioactive spider, and Greg was bitten by kryptonite-infected bugs. Their powers and abilities were also similar: super strength, speed, agility, the ability to cling to solid surfaces, and the ability to shoot webbing.

    Superman vs. the Amazing Spider-Man #1, set on Earth-7642 (an Earth where Marvel and DC character coexist), in the multiverse of Marvel Comics.


  • Lex tells Clark that he got the lead box from his mother. It is seen in the Season Three episode Memoria that Lionel gave him the box after his 12th birthday party. Lionel explains that Lex's mother wanted to give him the box in person, but as a result of her difficult pregnancy, needed to rest.
  • Clark is seen floating in this episode.
  • We learn the fate of Greg Arkin from this episode in the limited comic book series based on the TV series Smallville in issue #8 entitled Exploit, as well as the Season 10 episode Homecoming.


  • This episode shares its name with a book about a man named Gregor Samsa who inexplicably transforms into a giant beetle. It was written by Kafka, who was also mentioned in the episode.
  • When Greg gets his powers, the song playing is "Last Resort" by the group "Papa Roach". Ironically enough, roach is a kind of a bug, and he is bitten by bugs.
  • Greg is also seen driving a VW Beetle.



Martha: Clark! We're leaving in fifteen minutes and you haven't done your chores yet!

Jonathan: I don't know. It seems kind of out there.
Martha: This coming from the man who's been hiding a spaceship in his storm cellar for the last twelve years.

Clark: Dad, something else happened to me this morning. When I woke up, I was kind of floating.
Jonathan: Floating.
Clark: As soon as I woke up, I crashed. I mean, Dad, what's happening to me?
Jonathan: I honestly don't know. As soon as you start breaking the law of gravity, we're definitely in uncharted territory.

Lex: You want to tell me what happened last night?
Clark: It was just a stupid prank.
Lex: You were tied to a stake in the middle of a field. Even the Romans saved that for special occasions.

Chloe: I hate it when you do that.
Clark: Do what?
Chloe: Just shut me out. It's like one minute you're here, them the next minute you're gone. Clark, you're not outgrowing me as a friend are you?
Clark: Chloe I could never outgrow you-- other than vertically.
Chloe: (grins) It's amazing how far that Kent charm will get you.

Pete: (of Greg Arkin) He had a killer tree fort his dad built in the woods.
Clark: It was okay.
Pete: Clark never liked it. He used to get sick just walking over there.
Chloe: How come?
Pete: He was afraid of heights.
Clark: I didn't believe it was structurally sound.

Lana: Did you know you can see my house from here?
Clark: (innocently) No. Really? (he moves the telescope, to take the focus off her house):

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