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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. She opens it and butterflies fly out. Outside in a tree, Greg Arkin, a boy from school, watches her through a window and records her with a video camera. He goes back home and fights with his mom, who found another videotape of Lana. She threatens to ship him off to military school.

Greg, an avid collector of insects, 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, biting him. He crashes his car and screams as they continue to attack him.


Greg's mutated fireflies.

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

In Clark Kent's dream, he is 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, only to immediately fall and break his bed frame. He tells his dad he woke up floating. Jonathan says he cannot provide any explanation but that 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 does not 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 to the accident, and Clark saves Whitney before his truck explodes and covers the two in flames. Martha and Jonathan are relieved they are safe but shocked to find Clark completely unharmed.


Lex admires Lana's riding awards.

Lana is horse-riding and returns to the stable where she finds Lex. When he tries to introduce himself, she says they have 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 and finds out that she lent it to 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 and the walls covered with webs. Greg explains that he is planning to eat, then molt, then mate. He says that the pharaoh spider kills its mother after it hatches.

Lex shows Clark Lana's necklace that he found in Pilot. Clark begins to feel sick, but Lex shuts it up in a lead box, unaware that Clark is affected by meteor rock. Clark does not want to take the box and necklace, but Lex persuades him to use them 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 that she is busy and has to see Clark.


Lana confronts Whitney about her necklace.

At the barn, Clark is testing out the necklace's effect on him when Lana walks in and apologizes for Whitney's behavior. She admires his loft, and Clark says that his dad built and calls it his "Fortress of Solitude." Clark does not take 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 nearly killed in the attack, but Clark saves him. Clark recognizes Greg, and Martha recalls that he and Pete used to be friends with him. Clark admits to Jonathan that he feels responsible for all the strange occurrences that have been happening in Smallville since the meteor shower, particularly, the death of Lana's parents. Jonathan re-directs the blame to Lionel's immoral business dealings, which have lead to unethical safety regulations, but Clark says he still feels guilty and does not know how to get rid of that feeling. Jonathan reminds him that that is what makes Clark human.

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, so they try and save her.

102 44

Greg and Clark fight.

Whitney tries to apologize to Lana, but 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 then 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 the lead structures in the Foundry shield him from its effects. Clark hides from Greg until he catches him off guard, then throws him across the room. Landing on the ground, Greg is squashed by heavy equipment that falls on top of him, leaving behind a trail of insects that scatter from the scene. Back at the tree house, Whitney rescues Lana from her cocoon, and they walk away with their arms around each other. That night, Clark leaves Lana's necklace on her front doorknob and walks home. Lana opens the door, delighted to find the necklace but not aware that Clark is the one who left it there.



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.
  • According to Michael Rosenbaum on the Talkville podcast, David Nutter who directed the Pilot episode was originally suppose to direct this episode as well but had to pull out due to having a bad back.[1]

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 allude to Lana's pre-Crisis adventures as Insect Queen.
  • Greg Arkin's powers and origin story are similar to Marvel Comics' Spider-Man. Super-charged creatures bit both; Spider-Man was bitten by a radioactive spider, and kryptonite-infected bugs bit Greg. 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 Spiderman

    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.

  • Greg Arkin carries similarities to Kim Pelham/Bee-Boy, who appeared in Superboy #127 (March, 1966). After an accident, Kim was transformed into a human-bee hybrid and pursued Lana Lang romantically.
  • Lex said to Clark that, after the accident, he felt like he transcended his body and flew over Smallville with nothing but air beneath him. In the comics, Lex has gained the ability to defy gravity in different ways, like with his Power Suit and he gets Superman's powers in his body (All Star Superman).


  • 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, the 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):

External links[]


  1. Talkville podcast: "Metamorphosis" (July, 2022)

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