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First aired December
Proofread by Deanna
Lana: I was hoping that you were up.
Clark: Is everything all right?
Lana: It's about Jason. I think I've made a horrible mistake.
Clark: Jason. Lana, I'm not sure
I'm the one you should be talking to about this.
Lana: Actually, I think that
you're exactly who I should be talking to. I've been thinking
about it --
the way we met, the way he followed me here, the way he got a job at my
school. I think that everything that Jason has told me has been a
I'm starting to wonder if there's another reason why he came to
Smallville besides me.
Clark: Like what?
Lana: I don't know. But he's really
starting to scare me.
Clark: Don't worry, Lana. I'd never
let anything happen to you.
Lana: I know. And it's made one thing very clear. I
never should've given up on us. I can lie to myself as much as I
but I've always been in love with you.
Jason: I knew I couldn't trust you, Clark.
Lana: Jason, no!
Clark: Haven't you hurt her enough already?
Jason: Clark Kent can't protect you from me. Nobody can.
Lana: Jason! Someone call an
ambulance! Jason. Jason, can you hear me?
Chloe: Hey. How's he doing?
Lana: The doctors don't know. His heart's beating a mile a
mintue, and they can't get his blood pressure down.
Chloe: That's a little bit odd for someone who's unconscious, isn't it?
Lana: They said he's in some sort of a panic mode, like he's
having a severe nightmare.
Clark: What happen?
Lana: He, um, came by the Talon to pick me up for lunch, and I ran
upstairs to grab a jacket.
Lana: And I heard a crash. That's it. He's been--he's been perfectly
healthy, but the doctors say that if they can't get his heart rate down
that he could have a heart attack.
Clark: They must have some idea of what caused this.
Lana: I wish I
could help them. But he was just studying all morning before he
came to the
apartment. The first time I saw him, he was lying on the Talon
Chloe: Well, let us know if there's anything we can do to help,
need his insurance card. It's in my apartment. Could you
guys go get
for me? I don't want to leave his side.
Chloe: Yeah. Okay.
Chloe: Clark, I don't mean
to go all Dr. Phil on you, but don't you think you should admit that
they're in a relationship?
Clark: Come on, Chloe, I'm past that.
Chloe: Yeah, I should've known by that crippling stare on your face
you walked in the apartment.
Clark: I just could've used more time to ease
into it, you know?
Chloe: Clark, you were in love with her. That's not
something you just ease out of.
Clark: It's just by the time that I found out,
they were already this... serious thing.
Chloe: Yeah, but we all keep
secrets for our own reasons. I don't think I have to tell you that.
don't think going through Jason's personal things falls under your
Chloe: I'll take my chances with the jury on this one. I
think maybe if we backtrack
through Jason's last couple of days, it might help. Ooh.
Jason had a
meeting at Luthor Corp this morning.
Clark: Why didn't Lana say something?
she didn't know.
Clark: This place seems dead.
Chloe: Yeah, my dad used to work the
overtime shifts on Saturdays. This lot should be full by
Clark: Where do
you think everybody is?
Chloe: I don't know. But
talking to Lex,
I'm gonna give myself a little backstage tour.
Lex: Clark. How the hell
you get in here?
Clark: The gate was open. Your security seems a little M.I.A.
Lex: That's obvious, but this is a restricted area. This will
take a second. I need someone to escort a guest out. Look, Clark,
sorry, but I just got in from Metropolis. I got a lot to do.
Clark: Just now? I
thought you had a
meeting with Jason this morning.
Lex: Not with me. He was meeting with the
head of my H.R. Department.
Clark: You giving him a job?
Lex: Just some leads. I
felt guilty for getting Jason fired from the
school. He didn't
even want Lana to know about it. I'm surprised he told you.
Clark: He didn't. Jason's
lying unconscious at the hospital. Some sort of
they know what happened?
Clark: No. But your H.R. guy might've been the last
person to talk to him.
Lex: Look, I'll track him down, but, Clark, there
could be a lot of reasons for Jason's condition.
Clark: There could also be a
lot of reasons why this place is deserted half way through Saturday's
Lex: I'll call in a specialist from Metropolis to take a look at
him. Assure Lana I'm doing everything I can for him.
Woman's voice: I've been waiting
for you, Chloe.
Woman's voice: You can't escape this, Chloe. None of the women in
our family ever have.
Chloe: Aah!! Aah! Aah! No! No! No!
Lex: With all our
safety precautions, how the hell does
a lab explode?
Ford: Well, when you're dealing with meteor rocks, it's very
difficult to predict how our chemicals will react. Mr. Luthor, we're
doing everything we can. After the alarm sounded, we sealed the
affected personnel have been quarantined, and we're trying to fix the
Lex: You mean the bacteria is still leaking out?
Ford: Only in that room.
Lex: Once the situation is under control, I want the project dismantled.
Ford: But. Mr. Luthor, your father negotiated this contract with the
military, and we stand to make a lot if we can ever market the compound.
Lex: And exactly what is the market for toxins that invoke a
person's worst nightmare before they fall
Ford: Well, think of the good I mean, we could--we could disable the
enemy without ever using violence. I mean, we have statistic to prove
unconscious, Dr. Ford?
Lex: Statistics aren't lying in those beds. My employees
are. And I'm afraid they're not the only ones.
Ford: What do you mean?
Lex: Someone who was visiting the plant this morning is at the
hospital right now with the same symptoms. Is he contagious?
Ford: Oh, no, sir,
no, sir. I mean, the bacteria can't be
transmitted from one person to another. It has to be inhaled
Lex: Then there's no need to call the C.D.C and panic the
entire town. Now,
where are we with the antidote?
Ford: This will clarify when it reaches 1,000
kelvin, and then we can test it.
Lex: What's the E.T.A.?
Ford: Another five hours.
Clark: Eight other
people have just come down with the condition that Jason and Chloe
Martha: The doctors haven't found anything in common?
Jonathan: Didn't you say that Jason
and Chloe were both at Luthor Corp today?
Clark: But half the victims at the
hospital weren't. Whatever this is seems to strike completely at
There's no way to tell who's gonna be next.
Jonathan: It sounds contagious. In the
air or the water?
Clark: Maybe it'll show up in some environmental quality
[ Knock on door ]
Jonathan: Come on in.
Lana: Um... sorry to show up like
this. I just didn't know where else to go.
Martha: Clark told us about Jason. Has
Lana: One of the other infected people just died.
Jonathan: Lana, do
the doctors have any idea at all what's going on?
Lana: Just that a person's
body can only sustain a level of panic for so long before their heart
gives out. I can't -- I can't just sit in that hospital anymore... just
-- just watching Chloe and Jason die. I want to help.
Stall: I hope I
didn't separate you from your flock.
[ Chuckles ]
Lionel: Understand your cynicism, Warden Stall, but I assure you, I
truly am a changed man.
Stall: Oh, or just a smart one. You know, ever
since you proclaimed this sudden conversion to our resident St. Paul,
there hasn't been a single attempt on your life.
Lionel: I want only to be of
help to others. What is the value of my sinful life unless I use
it as an
example to shepherd fellow sinners, to lead them away from the allure
of... hedonism and mistrust and greed, to follow a better way?
[ Chuckles ]
Stall: Uh-huh. Well, I'm afraid you're going to have to change
Lionel: What do you mean?
Stall: The appellate court over turned your
Lionel: Overturned? My appeal doesn't come up for months.
Stall: Oh, you'd be surprised at what's possible in this judicial
[ Chuckles ]
Lionel: You know, I've done everything to work the system. I
hired the best lawyers in the world. I tried to pay off everyone
bailiff to the President of the United States, and I was told
categorically I was never gonna see life outside these walls again.
do not want to be telling me things of this nature.
Lionel: Yes, I do. I'm
guilty. Not of the crime I've been imprisoned for, but... so many other
crimes. Which should've landed me in here years ago. This is where I
where I can do the most good.
Stall: You want to stay in prison?
Lionel: Yes, I do. I've
found my... my mission in life.
Stall: Contrary to your deluded point of
view... this is not the Ritz-Carlton, where you can check in and check
out at your leisure. Somebody did you a favor by getting you out of
place. I'd say be grateful.
Lionel: But who -- who could do that? Obviously,
someone more powerful than you. As soon as this paper work is finished,
you're a free man.
Lana: We know that Jason was in
Clark: Well, according to the hourly satellite images, we had clear
skies all morning.
Lana: Hourly? Can we get a little bit more specific than
Clark: I'll try.
Lana: You know, I just don't understand why Jason wouldn't
tell me that he had a meeting at Luthor Corp.
Clark: It might've been a blow to
his pride, accepting Lex's offer.
Lana: Well, maybe that's what all of this
has been about. I've been getting this feeling lately that
something he hasn't been telling me.
Clark: Maybe he thought you'd see him
differently if you found out.
Lana: Do you really think that I'm that shallow, Clark?
Clark: It might take him a while to get
to know you as well as I do.
[ Beep ]
Lana: Look at that.
Clark: Looks like that cloud came out of nowhere.
then it's completely gone five minutes later.
Clark: It covered two miles before
Lana: Why would a cloud just appear like that?
Clark: Maybe it's not a
cloud. Maybe it's pollution... or smoke or something.
Lana: Well, if that's the county line, then Chloe's house is right
in the middle of it.
Clark: So is Luthor Corp.
Lana: Mom... mom. Dad. Jason.
Woman's voice: Lana... Lana.
Dead Lana: They're all going to leave you... and there's nothing
you can do
Man: [To a guard.] I
can’t control him! Get over here!
Guard: Yes, sir!
Ford: Mr. Luthor, we have never tested this
antidote. I urge you to try it on one of our lab animals first.
Lex: One of
my employees is about to die. Do you see any other options for us
Ford: No, sir, I don't, but please remember, this is like a flu
inoculation. It contains traces of the infectious element.
Lex: Is that your
way of telling me the patient's gonna get worse before he gets better?
Ford: Assuming it works. Mr. Luthor, you can't go in there! We
must keep the
exposure to the toxin to a minimum!
Lex: I'm responsible for this plant and
everyone who works here. I'm going with you.
Lex: Dr. Scanlon, I
understand you're treating a patient named Jason Teague.
Dr. Scanlon: Lex, I've got my hands full right now. We're
watching Mr. Teague...along with all the others in his condition.
Lex: The others? Are you telling me all these people have the same
Dr. Scanlon: Unfortunately. We have no idea what we're dealing
Lex: It's a synthetic toxin. A pressure tank exploded this
morning at my plant. We thought we had it contained, but the
toxin released must've escaped into the atmosphere. It's possible
all these people were exposed at the time.
Dr. Scanlon: And you're just telling me this now? I'm gonna
have to call the Center for Disease Control.
Lex: I don't how much they could do, but there's an antidote that my
Project Manager's been modifying as we speak.
Dr. Scanlon: How
close is it?
Lex: The first trial was unsuccessful, but I assure you, we'll
have the situation under control.
Dr. Scanlon: It's too late for that.
Clark: I need a
doctor! I need a doctor! Did you know about this when I talked to
you earlier today?
Lex: Clark, other than Jason, I had no idea anyone outside
of Luthor Corp was exposed, you have to believe me.
Clark: What is this stuff?
[ Groans ]
Lana: It all makes sense.
Clark: Lana...help me.
Lana: The meteor
shower. You came the same day. How could I be so stupid?
Clark: The meteor
shower is the reason
I'm here. I'm from a planet called Krypton. Lana, I wanted
to tell you. I
didn't think you'd accept me.
Lana: You're not even human?
Clark: Please... that
stuff makes me sick.
Lana: My parents are gone because of you. I'm never
gonna see them again. You killed my parents.
Clark: Mom. Mom? Dad!
Dr. Scanlon: Clark?
need to find my parents. Where are they?
Dr. Scanlon: They haven't been admitted.
Clark, you're the first patient to come out of this. I think
better sit down.
Clark: No, I feel fine.
Dr. Scanlon: Clark --
Clark: Dad? Mom. Mom?
Lex: I'll keep
Clark: You're running out of time.
Ford: How did you get past security?
Lex: It's okay! I don't understand. I left you in the
Clark: My parents are in there now.
Lex: Clark --
Clark: Lana, Chloe, Jason...
they're all gonna die if you don't do something.
Lex: What do
you suggest I do?
Clark: Use me. I want you to use me. Look, I came out of
panic state. Maybe there's something in me that can help.
I'll give you
whatever samples you need.
Ford: Look, even if your immune system could offer
us some sort of insight --I don't know -- those kind of tests take
months, years, to analyze! No, no.
Lex: He's right, Clark. We have a new
antidote that we can test in
a few hours.
Clark: There's no time.
Lex: The antidote needs to be heated to 1000 kelvin until it
clears. Otherwise, it's useless.
Ford: This time, we're gonna test it first.
Lex: People's lives are at stake. We're running out of time.
Ford: Look at them, Mr. Luthor. You look at them. Are you gonna
point the finger and decide
which one of them is going to take the potentially lethal injection?
Whoever it is, you could be killing them. Mr. Luthor, no!
worked! I'm gonna get the antidote to the hospital.
Clark: Lex, you're gonna be
Lionel: I should've known.
Martha:[ Sighs ] Home.
Jonathan: Clark. Is
something bothering you, son?
Clark: No, it'll just take a few days before I can
walk into that room and... not get a flash of the two of you
on the floor.
Martha: Well, thanks for cleaning everything up.
somebody really did a number on that lamp back there. It must've
been some nightmare you had.
Jonathan: Then we woke up to find that it had almost
Martha: Clark, you walked right into Lex's office and almost gave
up your secret. Who knows what they would've done to you?
Clark: I didn't see any
other choice. It's funny, because lately I've been thinking that I've gotten closer
to being able
to tell someone the truth about me, but... now I'm convinced more than
ever that I can't tell anyone... especially not Lana.
Martha: I know how much it
would mean to you to be able to share your secret with her.
Clark: As far
apart as we've grown, I think about it every day.
Martha: I-I hope our own fears
haven't gotten in your way. I would hate for you to look back and
not telling the people closest to you. I mean, there is a chance
Clark: There is. But what if she didn't?
Jonathan: Clark, look, I'm
not sure that it's Lana, but I am sure that... someday there'll be
someone you can tell.
Lana: Egg fu yung to the
rescue. So... if I'd waited
around for the
peking duck, you'd have what, been gone?
Jason: No, I would've been here,
trying to figure out what to say.
Lana: I-I don't understand. Is this because
of your mom? You've been different ever since I met her.
Jason: No, I've been
different ever since I came to Smallville. I mean, six months
would've never gone to someone like Lex and groveled for a job that I
don't even want. Of course, the worst part is, is I was too
even tell you about it.
Lana: Since when have you ever been embarrassed around
Jason: Exactly. I don't like this person I'm becoming,
Lana. And I don't
want to wait around for you to resent me as much as I resent myself,
so... that's not why you're leaving.
Lana: The one thing I learned from my
relationship with Clark is when someone
honest with me. Jason... just tell me the truth.
Jason: Be careful.
Chloe: I can't
get a statement from Luthor Corp. I mean, a huge chemical
everybody to relive their worst nightmares? What is that? And there's
sign of a lawsuit. I mean, it's like this whole thing... is just
completely forgotten about! What? What? What?
Clark: I've seen you worked up
before, but this is more than amped, even for you.
Chloe: I guess it's
just displaced anxiety. I found my mom, Clark.
Clark: Wow, that's -- chloe,
Chloe: Yeah, I mean, I put my feelers out for years, and
something three months ago finally came through, so... I mean, it turns
out she's, um... she's not exactly
M.I.A., so to
speak. She's in a mental institution.
Clark: I'm sorry.
Chloe: The real kicker is it's
Clark: Listen...hey. If there's one thing that I've learned, it's
that you're not destined to follow in your parents' footsteps, all
Chloe: Yeah. Thanks. So, the popular question of the day... what
is Clark Kent's worst nightmare?
Clark: When I woke up... everyone that I knew was gone.
I was completely alone.
Chloe: I wish I could say that I'll always be there for
you, but somehow I get the feeling that may not be a promise I can
You were the only one that came out of it, Clark, and I don't think it
was because you were taking your vitamins.
Clark: Chloe --
Chloe: You know what? You don't have to tell me.
I know that I gave you my word that I was going to stop all of this
prying, but... in these last few months, I really got a taste of what
was like to keep my mom's secret. And I've never felt more alone.
weird when people think they're so close to you but have no idea
what you're really going through.
Chloe: Yeah. I'd hate to live my whole life
like this. But after 'fessing up, it's amazing how quickly that
of loneliness disappears. I mean, if you can't tell your best
can you tell? Right, Clark?
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