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First aired May 12th, 2004
Lana: Thanks. Let's see how far two semesters of French gets me.
Lex: Just remember, a smile goes a long way. Even in Paris. And to smooth
Lana: Lex, I already have a ticket.
Lex: I know. I just got you a little upgrade. It's open-ended for
whenever you're ready to say goodbye to Smallville.
Lana: This is first class. I can't accept this.
Lex: You have to. It's a gift. Trust me, this is gonna be a year you'll
Clark: I didn't mean to interrupt. I didn't know you were
Lana: Um, no, Lex was just giving me some last-minute travel tips.
Clark: When is the big day?
Lana: Saturday. I-I should probably go. Thanks.
Lex: Clark, you need to let her go.
Clark: I suppose I don't have much of a choice.
Lex: She's the one who wanted to leave. And if there's
anybody who set that ball in motion, it's you. Clark, all Lana's ever wanted
is for you to be honest with her. If you're not willing to step up, you need
to move aside and let her get on with her life.
Man: Time for lights out. Good night, Emily.
Emily: Good night.
Man: Logging off at 2115 hours.
Mr. Kerns: Hello?
Emily: You're ruining it. It's perfect, and you're ruining it.
Mr. Kerns: You must be Lana.
Emily: This place doesn't belong to you.
Mr. Kerns: Miss Lang, I know you put a lot of work into this coffee
shop, but, uh, you signed the papers.
Emily: It belongs to Lana.
Clark: Get out there and take your shot.
Pete: Yeah, she's moving to Wichita.
Pete: Yeah, she got the federal judgeship. She starts work on
Clark: That was fast. What about your dad?
Pete: He's staying in Smallville.
Clark: I guess that means they're going through with the divorce. I'm
really sorry, Pete.
Pete: I've been avoiding the whole thing. But I knew when I finally told
you, it'd definitely sink in. I guess you're the last man standing in a
nuclear family zone.
Clark: Pete, you're not losing your family. It's just changing. Trust me,
I know how hard it can be when you find out your parents are hiding things
Pete: Well, it's just so weird when you realize that the people you
thought had all the answers are... just human like everybody else.
Clark: So what are you gonna do?
Pete: I didn't go through three years of high school just to miss
out on senior year.
Clark: I wish Lana felt that way.
Pete: I'm gonna say this once, and then it falls into the "None of My
Business" category. The whole yo-yo thing with you and Lana has gotta stop.
Clark: You sound like Lex. He thinks I'm the reason Lana's leaving.
Pete: Well, I hate to agree with Uncle Fester, but I don't think Lana's
going to Paris just to see the Mona Lisa.
Clark: Do you ever wish I never told you about me?
Pete: It's rough at times covering with Chloe and everybody, but the
truth is, no one's ever put that much trust in me before.
Pete: You're not thinking about coming clean with Lana, are you?
Clark: It might be the only way to stop her from getting on that plane.
Clark: Looks like you could use a garage sale.
Lana: Yeah, you'd think I was...
Clark: Moving halfway around the world? You know, I think that's pretty
Clark: Did you lose something?
Lana: Yeah, my mom's bracelet.
Clark: Lana, I know you're busy with the move and everything, but I was
wondering if you'd want to have dinner with me. Tonight.
Lana: I don't know if that's such a great idea, Clark.
Clark: There's something I should've told you. I should've told you a
long time ago.
Lana: Is everything okay?
Clark: I hope it will be.
Lana: Yeah, of course. Of course I'll be there.
Lionel: This is Emily eleven months ago. This is Emily now.
Mr. Dinsmore: She looks just like her mother.
Lionel: Yeah, well, I bet her mother can't move through a brick wall. She
didn't go out the door, Mr. Dinsmore, she went through the door. You created
her. How'd she do it?
Mr. Dinsmore: That would mean her molecules are vibrating so fast they
can be absorbed through matter.
Lionel: Well, that's a little detail that my ex-project director
failed to discover. Where do you think she's going, Mr. Dinsmore?
Mr. Dinsmore: Last time she left, she went straight to, uh, her best
Lionel: Yes, Lana Lang, and that meeting ended with Miss Lang near
death at the bottom of a river.
Mr. Dinsmore: You can't blame her for that.
Mr. Dinsmore: No matter what age Emily appears to be, her emotional
development is that of a child.
Lionel: Well, she's not a child. She's a failed experiment and a colossal
liability. Mr. Dinsmore, it is imperative that I find her before
anyone else. All right, I'm going to do one of two things. I'm gonna either
send out a team that would do whatever it takes to retrieve her, or I will
send you. Her father.
Chloe: I guess you're not gonna miss the 5 AM pastry deliveries.
Lana: It's weird. All I was trying to do was save this place from being
torn down. Next thing I know, it kind of took over my life.
Chloe: I thought they were turning the Talon into a house of heartburn.
Emily: Why would I do that?
Emily: You must be Lana.
Lana: Yeah, but I thought I was meeting Mr. Kerns.
Emily: He's... my dad.
Lana: Oh, I didn't realize.
Emily: Yeah, he sent me to set everything up. I'm Emma.
Lana: Hi. Have we met before? You seem really familiar.
Emily: Everybody says that.
Lana: This is Chloe. She'll be one of your frequent caffeinators.
Chloe: Just out of curiosity, what's going on with the burrito bar?
Emily: Oh, it was all wrong. Everything is perfect just the way it is.
Lana, would you mind staying around a little while and showing me the ropes?
Lana: No, no, it's the least I could do. Oh, and I wanted to give you
these. I found an extra set of keys. Wow, I sort of feel like
I'm handing over half of my life to you.
Emily: Don't worry. It's in good hands.
Clark: Hey, Mom.
Martha: Ooh. Does this mean I'm off the hook for dinner?
Clark: I invited Lana over.
Martha: It must be hard to say goodbye.
Clark: Well, if this works, I won't have to.
Martha: Clark, do you think it's fair to keep doing this to her?
Clark: No. That's why I've decided to tell her tonight.
Martha: Tell her?
Martha: Clark. Asking someone to keep your secret is a big
responsibility. You know, look at Pete. It hasn't been easy for him.
Clark: I know. Pete has had some close calls. But I'm still glad I told
him, and so is he. It's made us better friends.
Martha: Are you sure Lana's ready?
Clark: She keeps asking me to be honest. I owe her the chance to decide
Martha: I guess it's not fair to raise you as one of us and then try to
keep you from experiencing one of the best parts of life.
Clark: So you're okay with this?
Martha: I trust you to make your own decision.
Lana: I told you about the delivery truck, right?
Emily: Tuesday mornings at 6.
Lana: Yeah. Well, I, uh, guess that's everything.
Emily: It was fun having you around today. Are you sure you want to leave
all this? I mean, everything you know is here.
Lana: Yeah, well, you know, that's exactly why I need to go.
Emily: That's too bad. I thought we could've been friends. Maybe even
Lana: Uh, well, I'm sorry we won't get a chance to know each other
Emily: We already do, silly. I'll show you.
Lana: Mr. Dinsmore?
Mr. Dinsmore: Is she here?
Mr. Dinsmore: Emily.
Lana: Oh, my God.
Mr. Dinsmore: I knew she would come to you, Lana. I have to get her back
to LuthorCorp. You know how dangerous she is.
Lana: What does she want?
Emily: You have to forgive me. I forgave you. That's what friends do.
Emily: I'm sorry, Lana.
Lana: Help! Help me! Somebody help me! Is anybody here? Help! Help!
Lex: That's not exactly the face of someone who just secured another
government contract. Everything okay?
Lionel: Fine. Everything is just fine. I, um,
asked you here because I, um, I need your help, son. I have an executive who
has proven himself in so many ways, and, uh, I want to reward his efforts or
his accomplishments with a... I don't know, a promotion.
Lex: I'm missing the dilemma.
Lionel: The dilemma is that I have a feeling he's not trustworthy. What
would you do if you were in my shoes? Would you give him a chance to, uh,
'fess up? To confess to any disloyal behavior he's guilty of?
Lex: Maybe the same ruthless qualities that make you question his trust
would make him a valuable asset when it comes to running a company.
Lionel: Or maybe they'd just make him... a disloyal son.
Lionel: You betrayed me. Your own father.
Lex: I protected myself just like you taught me to.
Lionel: Lex, whatever problems we have, keep them within the walls of our
own house. Don't stoop to this level!
Lex: Spare me the lecture, Dad! I had nothing to do with the murders of
Dr. Teng and her team at the Metron lab. You're the one who sold me out to
the cops for your inexplicable blood experiments.
Lionel: I did it to make you stronger.
Lex: The hell you did! You can't keep hiding every deceitful thing you've
done to me under the guise of mentorship! You brought this on yourself.
You've gotten careless. Why is that, Dad? Why would you risk everything on
all these obscure projects? What could be that important?
Lionel: If you had given me any reason to trust you, you wouldn't have to
ask that question. Get out.
Loder: Yeah, it's Loder. Your kid hasn't found anything. If he does,
believe me, I'll make sure it stays buried.
Lionel: Good. And our other... situation?
Loder: I'm looking into the Ross kid.
Lionel: All right. Go talk to him.
Loder: I'm working on it.
Jonathan: Your mother told me you were up here.
Clark: Don't worry, Dad. Lana stood me up. The secret's still safe.
Jonathan: You know, there could be a hundred different reasons why Lana
didn't show up here tonight. None of them might have anything to do with
Clark: I've given Lana so many reasons not to trust me. But I'm not gonna
Jonathan: There's no way I can talk you out of this, right? Clark,
sometimes a person can hold on too tight for too long.
Clark: Dad, I've loved Lana since the first time I saw her. You know
that. That's not gonna change.
Jonathan: I'm not talking about you. I'm talking about me. You see, a
father is supposed to help his son build a life, not try to hold him back
Clark: But you still think it's a bad idea.
Jonathan: Yeah. I do. But honestly, Clark, I don't trust my instincts the
way I used to. I just hope you can trust yours.
Clark: Excuse me.
Emily: Can I help you?
Clark: I'm Clark Kent. I'm a friend of Lana's.
Emily: Oh, then the first cup of coffee is free.
Clark: Actually, I'm just looking for her. She was supposed to meet me
last night. Chloe said the last time she saw her, she was here with you.
Emily: Oh. She didn't tell you? Lana's gone. She already left for Paris.
Clark: She wasn't supposed to leave for two more days.
Emily: Maybe she changed her mind.
Clark: She wouldn't just leave like that, not without saying goodbye to
Emily: I heard her say something about hating goodbyes.
Emily: I made us TV dinners. They're our favorite. With the brownie.
Lana: Emily, um, I'm sure that you've been through a lot, and I know that
you were probably very lonely. But we can still be friends without you
keeping me in here.
Emily: How can we be best friends if you go away?
Lana: We'll write each other letters, you know, and you can come visit
me. Wouldn't you like to see Paris?
Emily: No. I don't want you to go either. Things are better this way.
You'll see. We'll have so much fun. And then one day if you're good, we can
run the Talon together.
Lana: Emily, you can't just force someone to be your friend. It's
something that happens over time when you trust each other.
Emily: I know what a friend is. A friend is someone who would stand up
for you and protect you. A friend is someone who would jump in a
river to save you from drowning, even if it meant they had to give up their
own life for you. You don't need to tell me what it means to be a friend.
Lana: Then you know that a friend would never keep me locked up in here.
Emily: Get used to it. I did.
Lana: People are going to come looking for me.
Emily: No. They won't. They think you already went to Paris.
Lex: My father found the wire, Clark. The FBI's dropping the case unless
I can find something incriminating.
Clark: With everything your father's done, that shouldn't be too hard.
Lex: Well, my father's sort of mastered the art of covering his tracks.
You wouldn't know anything about that, would you?
Clark: You mean like hiding things from your best friend? You tell
Lex: Look, I'm a little under the gun. If I did something to upset you,
you're gonna have to be more specific.
Clark: Lana's ticket. Why didn't you tell me you changed it?
Lex: Well, I didn't think I needed your permission. If anything, I
thought I was buying you more time. Clark, it's an open-ended ticket so she
can leave whenever she wants.
Clark: She didn't say goodbye to you either?
Lex: What's going on?
Clark: According to the daughter of the new Talon owner, "whenever she
wants" was today. Lana's gone.
Lex: Clark, the new owner doesn't have a daughter.
Emily: Sorry, we're closed.
Clark: Why did you tell me Lana left? My friend pulled some strings and
checked. She never got on any plane.
Emily: Like you care. You weren't a very good friend if you were gonna
let her go away.
Clark: What did you do to her?
Emily: She doesn't need you anymore.
Clark: You tell me where she is!
Emily: You were nicer to me when I was little. You told me you were
different too. So you know what it's like to be left alone without
Lionel: Good evening, Miss Sullivan.
Chloe: Just when you thought it was safe to go back into the hallways.
Lionel: All right, you can cut the sarcasm. I'm only here because I need
Chloe: With all your resources, Mr. Luthor, what could you possibly want
Lionel: Your friendship. With Lana Lang. A young woman in my care, the
daughter of a friend is missing. We can't locate her.
Chloe: I'll congratulate her when I see her. I don't know what this has
to do with Lana, but--
Lionel: Her father was looking for her. He's disappeared as well.
Lionel: She, uh, was Lana's best friend when they were children. So it's
possible she might show up here in Smallville. The girl is sick. Very sick.
She needs treatment. If she is here in Smallville, I'm sure you'll find out
about it. I'll expect a call from you.
Emily: Lana. You tea's gonna get cold.
Lana: Would you like some more tea, Emily?
Emily: You're not my friend anymore.
Clark: It's Emily Dinsmore. They found her father's car abandoned outside
of the Talon.
Chloe: Lionel must've nabbed her last year after she pushed Lana off the
bridge. And in the meantime, she's picked up a bad habit of walking through
Clark: At least we know why Lionel's trying so hard to get her back. We
can't let Lex find her first.
Chloe: Wait a minute, when did Lex enter the equation?
Clark: Chloe, Lex has been working with the FBI to try to take down his
Chloe: Clark, if you knew Lex was looking for dirt on Lionel, why didn't
you tell him about his grandparents?
Clark: Because we never had hard evidence before about what Lionel was
doing. Besides, the last time I confronted him about it, it almost got him
Chloe: But if we found Emily, then we could prove that Lionel's been
illegally cloning people. The thing I don't get is if Emily could've
escaped at any time, why did she wait till now for the sudden encore
Clark: Maybe she found out she was gonna lose Lana forever.
Chloe: Then the question is, what would you do to keep someone from
Clark: I'd try to make things go back to the way they were before.
Chloe: You mean when they were kids?
Clark: Emily still thinks Lana's her best friend and everything can be
like it was when they used to play together.
Chloe: Well, you lived next door to Lana. Do you remember seeing them?
Clark: No. They spent most of their time at Emily's. What we need to do
is figure out where that is.
Emily: Goodbye, Lana.
Lana: Emily, please don't do this! Emily, please!
Pete: Was I speeding?
Loder: No, kid, but I'm gonna have to ask you to step out of the car.
FBI. I just have a few questions for you. It won't take long.
Pete: I'm pretty sure you got the wrong guy.
Loder: You Pete Ross?
Pete: Is this about my mom?
Loder: Federal judges gotta go through a routine security check. I've
just got a few questions to ask you.
Lex: So you have information that could put my father in prison.
Chloe: So did you before he obliterated those seven weeks of your memory
at Belle Reve.
Lex: You know what he was trying to hide?
Chloe: Lex, your father murdered his parents. In a tenement fire. He
hired a crime lord named Morgan Edge to do the dirty work. You got Edge's
confession on videotape, but Daddy Dearest destroyed it.
Lex: Then there's no proof.
Chloe: Only the voicemail confession of Lionel Luthor himself. He
tried to scrub it out, but erased voicemails are like deleted computer
files, and someone with enough pull and the right password can resurrect
them from the cyber graveyard.
Lex: Why didn't you come to me sooner?
Chloe: Your psychiatrist didn't accidentally wrap her car around a tree.
You showed me the investigator's body on a slab in the morgue. Luthor family
politics can get a little grim.
Lex: Chloe. It means a lot you're willing to do this for me. But if you
come forward, you're putting yourself between my father and the FBI. That's
not a very safe place to be.
Chloe: I know. But I can't get out from under your father's grip by
myself. Besides, I know you won't let anything happen to me.
Loder: Get up! You know how to swim, Pete?
Pete: Get off me, man!
Pete: What are you doing?!
Loder: I'm losing my patience with you!
Pete: You're crazy! I don't know anything about his secret.
Loder: You're just his best friend. You know, you can continue to
play the hero if you want, but are the skeletons in this kid's closet worth
Pete: I'm not tell you anything.
Loder: Oh, I think you will.
Lex: Loder! Pete, you okay?
Pete: You're the one who's got this guy after Clark?
Lex: No, but I have a feeling my father did. Didn't he? He found
out you were working with me and paid you off. No wonder you were so anxious
to drop the case against him.
Loder: You know, I really don't want a morality lesson from someone
willing to rat out their own father.
Lex: So how much did he toss in to do legwork on Clark?
Loder: You know, if I was you, I'd be worried less about this farm kid,
and worried more about the homicide charges you're gonna be facing when I
throw you back to Metropolis P.D.
Lex: Somehow, I'm not too concerned. I bet your, uh, supervisors would be
very interested to know about your unique interrogation methods.
Loder: What is it you want, Luthor?
Lex: I want you to get back to the case you were assigned. That's
all the evidence you'll need on my father.
Loder: You're making a mistake, Lex.
Loder: This kid is sitting on something bigger than you, or even
your dad. Isn't that right, Pete?
Lex: You sure you're all right? Clark was probably right confiding
in you instead of me. He couldn't ask for a better friend. Come
Pete: I thought that guy was gonna kill me. I guess I owe you a thanks.
Lex: I'm sure when the time comes, you'll do the same for me.
Clark: Hey, Pete. What happened to you?
Pete: FBI agent decided to go off payroll, wanted to know about you.
Don't worry, I didn't tell him anything.
Clark: I should have been there.
Pete: That's just it. You can't always be there. I gotta look out for
myself. I just thought you should know they're onto you.
Clark: Thanks for the warning.
Pete: Clark, the FBI isn't who I'm really warning you about. Lex was
there. He's the one who pulled the Fed off me.
Clark: He's-he's investigating his father, not me.
Pete: That doesn't matter. He knows. Now, I'm not exactly sure how much,
but he's not gonna stop until he's got everything. Clark you've got to keep
an eye on him. Look out for yourself.
Clark: Pete. Why are you talking like that?
Pete: I'm moving to Wichita with my mom.
Clark: No, Pete. I thought that... What about senior year? Pete--
Pete, you can't do this because of me.
Pete: I know that I told you keeping your secret wasn't hard. But I lied.
I walk around every day afraid that I'm gonna slip up.
Clark: Well, why didn't you tell me sooner?
Pete: Because you needed a friend. And so did I.
Clark: You don't have to move away. You don't have to change your
whole life. There's got to be a way. No one even has to know we're friends.
Pete: There's a lot of things that I can handle. But I could never live
with myself if I betrayed you.
Pete: I'll see you around, Clark.
Lana: I heard that Emily disappeared from Belle Reve as soon as she was
Clark: Yeah, even under heavy sedation.
Lana: Do you think she's going to come back?
Clark: No. I think Lionel Luthor will make sure of that. You okay?
Lana: Yeah. Yeah, I'm fine. I'm just sorry that I ruined dinner.
Clark: That's okay. I'm sure I've racked up more than a few IOUs.
Lana: Well, I was really looking forward to it.
Clark: So was I.
Lana: So, um, there's something that you wanted to tell me. What was it?
Clark: I just wanted to tell you... Have a great time in Paris. I
hope you've found what you're looking for.
Lana nods, a little disappointed. Her eyes fill with tears.
Lana: Goodbye, Clark.
Lionel: "Forgive them for they know not what they do." Is that what you
expect from me? Forgiveness?
Lex: Don't try to make me out as your own personal Judas. I didn't come
here for forgiveness. I came here to congratulate you on sweeping another
mishap under the rug. Emily Dinsmore.
Lionel: Ah, yes, Emily Dinsmore. I should've remembered. You should've
warned them. Belle Reve has a habit of misplacing its patients.
The details. I've always tried to teach you, Lex. The devil is in the
details. If you don't pay attention to the details, he'll win.
Lex: Then it's a good thing I'm a fast learner. You went through all the
trouble of having your own son committed to an asylum and shooting 600 volts
of electricity through his body just to cover up your trespasses. But like I
said, Dad, you've gotten careless.
Lionel: Loder, why are you here?
Loder: Lionel Luthor, you're under arrest.
Lionel: On what charge?
Loder: The murder of your parents Lachlan and Eliza Luthor.
Loder: Let's go.
Lionel: Be careful, son. Don't forget. Judas hung himself with his
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