First aired May 11th, 2006
Proofread by Jeff
Previously on Smallville...
Jor-el: A dark force from krypton has been awakened,
Kal-el, and its sights are set on earth.
[ Grunts ] I don't love you.
I didn't take Lana from you. You lost her all by
[ Grunts ] Lex doesn't know what he's gotten himself into.
You expect me to
believe anything that comes out of your mouth?
Lex: One shot of this and,
theoretically, you'd be protected from any disease that could be unleashed.
Lionel: The night Jonathan died, I told him that I knew everything about
Fine was created by Kryptonians, and he's already been destroyed twice.
Clark: Where did you find all this?
I didn't find it. I wrote it. All the strange
things that happen in Smallville,
all tied together. This warning is related to something more terrible even than
What does it say?
"Zod is coming."
Lana: Is something wrong?
Lana: Lex, what's happening? Lex, where are you going?
Lana: Come on, Lex. Pick up.
Lana: Lex! Lex!
Lex: Stay there.
Lana: What's happening?
Lex: I don't know. Stay away from her!
Lana: What are you doing?
Milton Fine: I'm preparing him.
Martha: People have been buying airline tickets long before computers. So glitch or no glitch, there has to be some record of us being on this flight.
Lois: Can I talk to your supervisor? Actually, let me talk to your supervisor's supervisor.
Lionel: I thought you'd be on your way to Washington by now.
Martha: Come in. No. Unfortunately thanks to the airline company's cutting-edge computer system the flight was canceled.
Lionel: That's easily solved. The LuthorCorp jet is free to take you this afternoon.
Martha: No, no. I can't continue taking favors from you.
Lionel: Don't make this personal, Martha. It's business. It's the way to cope with an emergency. The important thing is that you get there for the meeting.
Martha: It's a national education summit. There will be over 3000 people there. I'll be wearing my inexperience like a badge.
Lionel: Well, experience is often overrated, especially in Washington. You... You've got integrity, Martha. It's one of the rare qualities you possess.
Chloe: Hey. I was beginning to think I was living with a ghost. Not that it would be the first time. Lana, are you all right?
Lana: I'm so scared, Chloe. I knew he was getting in too deep.
Lana: Lex. They took him.
Chloe: Tell me what happened.
Lana: We were in a field and there was this flash of light and Lex was taken.
Chloe: Taken where?
Lana: Into the black ship I saw in the meteor shower. It's back.
Chloe: Do you think Fine had something to do with this?
Lana: Fine was there. He said that he was preparing him. I can't believe I let this happen.
Chloe: Lana, you can't blame yourself.
Lana: It's my fault he was involved in the first place. Chloe what if he's dead?
Clark: What, do you mean "taken"?
Chloe: I mean, ripped from the earth and sucked into the sky. His abductor did leave a calling card in the field. From Lana's description, it sounded a lot like Zod's symbol.
Clark: Lionel's drawings warned of Zod coming. Maybe it's actually happening.
Chloe: What is happening? I don't get it. I thought that Zod was trapped in that Phantom-prism other-dimension thing.
Clark: That's what I'm worried about. Fine knows I would not release Zod willingly. He's obviously changed strategies.
Chloe: So then Lex is part of plan B?
Clark: Which means Lana's in the middle.
Chloe: I know what you're thinking. She used to come to you. That's different now. And you know what? That was your choice.
Clark: I don't feel like I've made any of the right choices. I've been so angry with Jor-El, I didn't listen to his warnings.
Chloe: It seems every time you turn to Jor-El something bad happens.
Clark: What if he's just trying to protect me? What if he's trying to protect all of us?
Jor-El: Hello. my son.
Clark: I had no other choice but to come here.
Jor-El: I know you are stíll angered by the loss of Jonathan Kent.
Clark: He was my father.
Jor-El: I am your father. Paín ís part of lífe. Kal-El. But you cannot let ít blínd you.
Clark: Fine has returned to release Zod. What am I supposed to do?
Jor-El: Fíne ís merely an extensíon of the craft that can regenerate ín any form.
Clark: If Fine is part of the ship, then who is controlling it?
Jor-El: It's not just a shíp. It's the Braín InterActíve Construct. An advanced technology that wíll stop at nothíng untíl íts master, Zod, has been released.
Clark: No, there's gotta be some way to stop him.
Jor-El: There ís one way. Zod was ímprísoned ín the Phantom Zone for crímes that led to the destructíon of our planet.
Clark: Zod killed you.
Jor-El: And your mother. And our entíre race. Just as he wíll do on Earth.
Clark: I won't let that happen.
Jor-El: Zod's physícal body was destroyed to prevent hím from escapíng the Phantom Zone. He can be freed íf he fínds a body. a vessel to ínhabít. You must fínd the human vessel and destroy ít. No matter who ít may be.
Chloe: I've heard of fathers demanding a lot of sons but asking you to commit murder? That goes way beyond domineering dad.
Clark: Chloe, I'm not killing anyone.
Chloe: Well, I hate to say this, but disobeying Jor-El has had grim consequences.
Clark: There's gotta be another way.
Chloe: Okay, well, what about--? What about the vessel? I mean, why doesn't this Zod guy come fully composed?
Clark: All Jor-El told me was that Zod's spirit would possess a human.
Chloe: This is the Zod whose hobbies include mass destruction and world domination?
Clark: Chloe, what if Lex is the vessel?
Chloe: That's why the ship took him. Lana said that Fine was preparing him.
Clark: If I'm right then I gotta kill Lex.
Lionel: You know, Clark in certain cultures, when a father presents his son with a knife it represents a rite of passage.
Clark: How do you know this is from Jor-El?
Lionel: The glyphs on the blade, they're Kryptonian. What does Jor-El want you to do with the dagger? Clark I came here to find you. When I woke up this morning, I found this. Must have written it in my sleep. It's another warning from Jor-El? Tell me what it says.
Clark: "Sacrifice the vessel."
Lionel: The vessel? I don't understand. Let me help you. Clark, please. You don't have to make this decision alone.
Clark: There's nothing you or anybody else can do.
Lionel: Don't underestimate me, son.
Clark: Jor-El wants me to kill the person who will be the vessel. Zod will possess a human form. Destroy Earth just as he did Krypton. But I can't kill anyone. You of all people should know that.
Lionel: Clark the real test of a hero is knowing when the greater good will be served by an evil act. To save the Earth the cost of one life is the price that must be paid.
Clark: Even if that life is your son? Lex is the vessel of Zod. He was abducted this morning. Out of Maier's field.
Lionel: Maier's field, you say?
Lionel: Lex? Lex? Son. Are you all right?
Lex: Everything feels different.
Lionel: Clark told me they'd taken you. What happened, son? Are you hurt?
Lex: You tried to warn me about Fine, but I didn't listen.
Lionel: You never have. No matter what I give you the things you've always wanted were beyond your grasp. This time you've overreached yourself.
Lex: Did you come out here to lecture me or to help me?
Lionel: It's too late to do either, isn't it? You made a deal with the devil. He always comes to collect. Lex.
Lex: Dad, are you okay?
Lionel: What have they done to you, Lex? What have they turned you into? Lex.
Lana: I thought I'd never see you again.
Lex: It's okay.
Lana: What happened?
Lex: I've been given a gift.
Lana: Your hand. There's not a scratch on it.
Lex: You need to know the truth about me.
Lana: They've turned you into one of them.
Lex: I have their abilities but it's still me. Lana I'd never lie to you. How could I keep something like this from the person I care about most?
Lana: Lex. I overheard Clark and Chloe talking. Now that you're back - Clark, he's going to try and kill you.
Lex: It's fear, Lana. My father's infected him with it. Like he used to do to me. Clark can't stand the fact that I'm different now. There's someplace I need to go.
Lana: Take me with you.
Lex: No. Hey. Know that I'll always love you.
Lana: You're talking like we'll never see each other again.
Lex: That's your choice. If you want us to be together meet me on the roof of LuthorCorp Plaza. I'll be there tonight.
Clark: You found Lex.
Lionel: Yeah. He was in the field. He's-- He's not-- He's changed.
Clark: What happened to you?
Lionel: Everything Fine has been doing is-- It was meant to prepare Lex. Somehow he now possesses the same powers as you, Clark. You can't begin to imagine what he's gonna do with them.
Clark: Why do you say that?
Lionel: He wasn't raised like you, Clark. I taught him to survive at any cost, to be completely ruthless.
Clark: Maybe that's what'll save him. There's still a part of Lex that can fight this.
Lionel: You see that in him because you want to. There's always been a dark force at work inside him.
Clark: I don't wanna hurt Lex.
Lionel: If Zod is as evil as you believe him to be it's easy to understand why he chose Lex to inhabit as his vessel. What about Lana? Someone very close to you. She's a big part of his life right now. Be careful what you decide to do, Clark. Which one are you willing to sacrifice?
Lois: If you'll be 20,OOO feet above the ground, might as well do it in luxury.
Martha: Well, enjoy it while you can. If our flight hadn't been canceled, I'd never feel comfortable doing this.
Lois: Well, you might wanna start finding your comfort zone. This isn't gonna be the last time you're invited to fly the Luthor skies.
Martha: This is just a friendly gesture.
Lois: Right. Look, another friendly gesture. Card's for you.
Martha: Lionel can be a very generous man. I'm not interested in a relationship with Lionel or anyone.
Lois: Or are you just worried about how Clark would take it? Okay. Enough said.
Clark: Lex! Lex!
Lana: You'll never find him.
Clark: Lana, he's in trouble.
Lana: I suppose you're gonna tell me you came here to help.
Clark: I don't want anything to happen to him.
Lana: Like what? Having your best friend turn against you? I heard you and Chloe talking about killing Lex. I don't know how you knew he was gonna come back different but I guess I shouldn't be surprised.
Clark: Lana, you can't stay with him. He's not what you think.
Lana: He told me his secret and it doesn't change the way that I feel about him.
Clark: What's happened, it doesn't scare you?
Lana: I am not going to abandon Lex.
Clark: Neither am I. Listen, Fine would not give him powers without expecting something in return. It's not over, Lana. I can help him if you tell me where he is.
Lana: How do I know you won't hurt him?
Clark: You know me.
Lana: No, I don't. You have all these different sides to you. I can't tell if any of them is the real you. If you have ever really cared about me tell me what's happening to Lex.
Clark: Lana, please.
Lana: You don't trust me. You've never trusted me, have you? I don't know how I could have ever loved you.
Milton Fine: And to think her loyalty could have been yours if you'd been honest with her. I'm sure Zod will cherish her allegiance.
Clark: Leave Lana out of this.
Milton Fine: It's your own fault, Kal-El. You were supposed to be the vessel but your father's spirit was too strong in you. If you'd have released Zod the first time they would have been spared. I'm giving you one more chance.
Clark: Nothing could make me release a monster like Zod.
Milton Fine: Except maybe your one weakness: Humans. They're so fragile. They'll never survive without their technology. No matter how crude. Take that away, and they'll devolve back to the animals they really are. And you can't save all of them.
Clark: I'll never do what you want.
Milton Fine: Then it begins. Enjoy the show.
Clark: Chloe! Chloe? What's going on? Street lights are out.
Chloe: You tell me.
Clark: It's already reached Metropolis.
Chloe: You know where it started?
Clark: Smallville. Fine did something to one of Lex's computers. Thought if anyone could figure out what it was, it'd be you.
Chloe: It's an electronic virus and it's spreading faster than I can track it. After it scaled every firewall and knocked down all the communication it's infecting the infrastructure.
Clark: All because of me. I refused to release Zod. Now Fine's trying to force my hand.
Chloe: Well, he's definitely playing hardball. Elevators, gas mains, subways, the entire city is shutting down. I mean, it's like Y2K on acid.
News Reporter: The complete and sudden collapse of the cíty's ínfrastructure has caused havoc and paníc throughout Metropolís. Reports of scattered lootíng and víolence are begínníng to surface
Chloe: Clark, if this continues every major city in the world is gonna be infiltrated. Clark, there's no use. You can't save everyone.
Clark: And I can't release Zod.
Chloe: Well, what if Jor-El was right? I mean, what if the only way to stop Zod and stop Fine and stop all of this is to just destroy that vessel?
Clark: I don't wanna leave you here.
Chloe: You have to. Clark. I don't know if I'm ever gonna see you again.
Lex: Hello. Clark. I heard you wanna see me.
Lois: You'd tell me if I had drool all over my face, wouldn't you? What time is it?
Martha: It's about 10 minutes to 9.
Lois: And we aren't there yet? We should be strolling down Pennsylvania Avenue now.
Martha: You're right. I lost track of the time. We must have hit some strong headwinds.
Lois: More like gale-force. We should've landed an hour ago.
Martha: Lois, relax. There are a million reasons why we could've been delayed. I'm sure everything's okay.
Lois: I might have flunked geography but the last time I checked the East Coast, it didn't look like this.
Lex: So, what did you decide, Clark? Are you gonna kill me?
Clark: You can't blame me for this, Lex. You did this to yourself.
Lex: Oh, come on, Clark. You love it! Since that day on the bridge you've always seen yourself as my savior. The one thing that would pull me off the dark path I'd started. See, that's why you cling to the idea that there's still some good in me. You don't wanna face the fact that you might have failed.
Clark: Or maybe I can't believe someone would have so little willpower.
Lex: It's hard to compete with the willpower it takes to kill one of your best friends. How did you know I was gonna come back like this?
Clark: You don't realize how much danger you're in.
Lex: I used to think you had this strong inner core. You were so virtuous. And yet you lie all the time. To me, to Lana, to all the people who cared about you. What kind of sick person would do that?
Clark: If you thought this friendship was so doomed then why did you fight to keep it?
Lex: Because I wanted everything you had. The family, the inconspicuous life, the loyal girlfriend. Well, at least I walked away with the part you loved the most.
Clark: You're not yourself.
Lex: Or maybe I finally am.
Lex: I knew there was something different about you.
Milton Fine: Do it, Clark. Let's see if you're really your father's son.
Clark: What have I done?
Milton Fine: You've opened the portal for Zod.
Clark: Lex? Lex?
Zod: You have your father's eyes. Hello, Kal-El.
Clark: Where's Lex?
Zod: Lex is dead.
Clark: Why are you here?
Zod: For the same reason as anyone who'd been imprisoned like a beast. Revenge. Your father banished me to an eternal hell trying to save a doomed race. And in the end, the only survivor of his pathetic crusade was his son.
Clark: Then this is between us. These people did nothing to harm you.
Zod: No. But you feel no pain greater than to see others in agony.
Clark: I won't let you destroy this planet like you did Krypton.
Zod: You don't have a choice unless you join me.
Clark: I'll never join you.
Zod: Well, I hope that's a decision you'll be able to live with forever.
Lois: Open the door!
Martha: Lois, I'm not feeling well.
Lois: Neither am I.
Martha: I can't breathe.
Lois: Wait a minute, Mrs. Kent. The air pressure. We need oxygen. Open the door! Mrs. Kent. Mrs. Kent. Wake up! You have to stay awake.
Thug: Where do you think you're going, huh?
Chloe: No! Help! Please let me in! Help!
Lionel: Get in. Ron, get us out of here.
Chloe: Oh, my God!
Chloe: Mr. Luthor! No!
Lana: Lex. You know part of me thought this was another one of your tests. You've been abandoned and betrayed so many times how could you know that I wouldn't be next? Well, I'm not. I'm here. In spite of everything that's happening out there, I'm here. I don't know what it is you and I have but I'm here because I wanna find out. Do you?
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