First aired April
Proofread by Jeff
[ Lex is walking through a series of underground tunnels. After rounding a corner, he is surprised to find Lionel there, waiting for him. Lex continues walking as they speak. ]
Lionel: Don't tell me I missed the special 4:00 A.M. pre-dawn tour. You know, your current machinations have forced you to conduct business outside regular business hours.
Lex: I suppose I should find it comforting that you're still checking up on every move I make.
Lionel: What is it you find so compelling about these tunnels, abandoned for decades?
Lex: I'm spearheading a water-purification program. A little research would have assured you it's public knowledge.
Lionel: Please, spare me. How long have you been scouting the tunnels, huh? Months? There's something down here important to you, more important than the approval from a few eco-enthusiasts.
Lex: Don't worry, Dad. I still have plenty of land to conquer above sea level before I take on the underworld.
Lionel: And what unknown world will be host to project Ares?
[ Lex pulls up short at hearing the name of his most secret project. He looks in shock at his father, but then they both hear a noise and see the sparks from a welding torch from around the next corner. Lex walks up to the person doing the welding. ]
Lex: Hey! This is a restricted area.
[ A woman removes her welding hood, completely unsurprised to see Lex there. ]
Jodi Keenan: Mr. Luthor, you're right on time.
Lex: You mind telling me what the hell you're doing here?
Jodi Keenan: Love to. In fact, I've already arranged someplace a little more private.
Lex: You need to pack your things and leave immediately. I'm calling security.
Jodi Keenan: Invitation only.
[ She pulls out a remote detonator just as Lionel notices some C-4 attached to the wall, and calls out the Lex - but too late. She presses the button and the tunnel behind them collapses all around Lionel. ]
[ Lex turns back around to face her and she swings her welding hood at him, hitting him in the head and knocking him out. She drags Lex down the tunnel and around the corner. ]
[ Clark meets Martha at the hospital entrance as Lionel is being taken out of the ambulance. ]
Clark: Mom, what happened?
Martha: They just called and said there was some kind of explosion. Lionel, it's Martha and Clark. We're here.
Martha: I left Lex a message and said it was an emergency.
[ Lionel struggles to speak. ]
Lionel: He's still down there.
EMT: Folks, he has to get into the E.R.
[ Lionel continues to try and get Clark's attention. ]
Lionel: Clark. Clark. You have to help him. Lex is being held hostage.
Clark: Do the police know what happened to him?
Lionel: Yes, but there's no time. We need to move.
Clark: One second. Where is Lex?
Lionel: They'll never find him, even if they get through the debris. It's a maze of tunnels. You've got to find him, Clark. He's put something terrible into motion down there. Lex is the only one who can stop it.
EMT: Let's go. Let's go.
[ Lex wakes up to find himself flexi-cuffed to a pole, still in the underground tunnel system. ]
Jodi Keenan: Well, welcome back to sub-civilization.
Lex: [ Lex struggles to stand up, still handcuffed to the pole ] What happened to my father?
Jodi Keenan: Not my problem. He was never part of the plan.
Lex: What do you want?
Jodi Keenan: My husband -- U.S. Special forces weapons sergeant Wes Keenan, the soldier you plucked from the battlefield.
Lex: Luthorcorp has many subsidiaries, Ms. Keenan, but I'm fairly certain human trafficking isn't one of them.
Jodi Keenan: I got notice four months ago that Wes died when his chopper was shot down in Afghanistan. I knew in my heart it wasn't true.
Lex: It's hard to accept, but the heart sometimes lies.
Jodi Keenan: When you love somebody, really love them, you know when you've lost them.
Lex: I don't doubt your love for your husband, Ms. Keenan.
Jodi Keenan: There was no chopper crash that day. In fact, there were no chopper crashes reported that entire month. And then the military failed to produce his body.
Lex: Uncuff me. Look, I've got some influential friends at the Pentagon. I could help you find him.
Jodi Keenan: Yeah, nice try. You don't leave the service without learning a thing or two about reconnaissance. I used every source I had until they came up with this. Tell me, Mr. Luthor, what does a Fortune 500 company want with a Green Beret?
[ She shows him a document with her husband's picture and information, with a large Luthorcorp insignia on it. ]
Jodi Keenan: Tell me!
Lex: It's only a matter of time before my security gets through. You should know their policy tends to err on the side of "shoot now, ask later."
Jodi Keenan: Except schematics for these tunnels don't exist in any city blueprints. And I've rigged all 5 miles with C-4. You see... I learned how to be all I could be in explosives ordnance control... discharged for having a short fuse.
Lex: If you think I'm lying, why don't you just kill me?
Jodi Keenan: Then I'd be back to square one. Besides, I'm willing to bet this little project you're doing down here, whatever you're doing with Wes, is worth more to you than your life. You decide. If I don't speak to Wes in 20 minutes, it'll all be gone.
[ She pushes a button to arm the explosives and a small clock on each explosive device starts counting down. ]
Jodi Keenan: What's wrong, Mr. Luthor? Haven't you ever done anything crazy for love?
[ Chloe and Clark are walking inside the police perimeter, near the Bomb Squad command center. ]
Clark: Chloe, any news on Lex?
Chloe: No, and the police captain just nixed the rescue efforts until they can debomb the area.
Clark: That could take forever. Lionel said these tunnels are endless.
Chloe: Which means Lex and our G.I. Jane will be long gone before they get through all that debris.
Clark: So Lionel was right. Lex could die if I don't go down there.
Chloe: Well, don't look to me for encouragement. After what he did to my mom, I don't mind the idea of him cohabitating with the rats for all of eternity.
Clark: Trust me, Chloe. Lately I've had moments where I thought the world would be a better place without him, but...
Chloe: You don't get to choose who you're gonna save. Not if you're Clark Kent.
Clark: Besides, whatever's in those tunnels may be the first step in taking Lex down.
Chloe: Then I suggest you beat the bomb squad to the entrance and human-wrecking-ball your way in before anyone can see you.
[ Lex manages to free himself from the flexi-cuffs that were holding him, just in time for his captor to return with a gun pointed at him. ]
Jodi Keenan: Perfect timing, Macgyver. You're gonna need those paws to call Wes.
Lex: The phones won't work this deep in the tunnel system.
Jodi Keenan: Mine will. Take it. Take it! Without Wes, my life is over. When you meet someone that can pull you out of the trenches, you don't just give up on them.
Lex: It's not that easy.
Jodi Keenan: Put him on the phone. Please, let me hear his voice.
Lex: I can't call your husband.
Jodi Keenan: Do you want to die down here? We're running out of time. Dial the damn phone.
Lex: He's dead! Wes didn't die in a crash. He was shot at close range by an M60 firearm. The bullets pierced his lungs, his liver, and his heart. Luthercorp tried to save him with an experimental procedure, but it was too late. Look, your husband endured a prolonged and unsettling death. I'm sorry, but the lie was easier than the truth.
Jodi Keenan: No. No.
[ She looks shocked at this news and loses her focus on Lex for just a moment, long enough for Lex to lunge at her. There is a gunshot and she slumps slowly to the floor, a gunshot to the abdomen. Lex turns the gun on her. ]
Lex: Deactivate the explosives. Let's both get out of here alive.
Jodi Keenan: It's pre-programmed. I won't stop them, just like you can't stop this.
[ She presses the button on another detonator as Lex turns to run. The explosion this time is much more severe, bringing down much of the tunnels around them. Outside the chamber, Clark rushes in just as the explosion goes off, and ends up under a pile of Kryptonite. ]
[ Lana arrives at Lionel's hospital room to find Martha waiting out in the hallway. ]
Martha: I'm glad you came, Lana. Any word on Lex?
Lana: Not yet.
Martha: I can't imagine what's going through your mind, but I know it will mean a lot to Lionel that you're here.
Lana: Maybe some tea will help with the nerves.
Martha: Let me go. I could use some air.
[ Lana looks in at Lionel, then over to Lionel's doctor who is having a conversation in the hallway. She walks up to the doctor. ]
Lana: I want to see him.
Doctor: I'm sorry, Mrs. Luthor, but the patient's being prepped for surgery.
Lana: You don't understand. My husband is missing, and Lionel is the last person who saw him alive.
Doctor: I realize this is an incredibly difficult time for you.
Lana: Doctor, if my husband doesn't survive... the man lying in that room is the only family I have left. Please, just one minute.
Doctor: One minute.
[ She walks into the room where Lionel is resting. She places her hand gently on his hand and he opens his eyes. ]
Lana: I understand you're in a lot of pain.
Lana: You knew what Lex was doing to me -- orchestrating a fake pregnancy and making me believe that I lost a baby. And you still trapped me into marriage with him.
Lionel: I didn't know then what Lex --
Lana: Shh. Save your oxygen. I wouldn't want to jeopardize your surgery. With Lex missing, it turns out that I'm in charge of your medical decisions today. Looks like I'm not the only one who's trapped. Why did you threaten to use Clark's weakness against him if I didn't marry Lex? Tell me.
[ Lana looks over at the doctor out in the hall, then grabs Lionel's IV line and crimps in closed. ]
Lana: If I killed you right now, I'd be free. Give me one reason why I shouldn't.
Lionel: I'm protecting Clark.
[ Lana looks shocked and confused at this, and at this moment the doctor comes in. ]
Doctor: Mrs. Luthor, we need to take him to surgery now.
[ Out in the hallway again, Lana sees two police officers talking, holding a briefcase that belongs to Lex. ]
Officer: Captain, Lex Luthor's Porsche was parked at the tunnel entrance. We searched the vehicle and found this in the trunk. It might hold some answers.
[ Lana strides over and grabs the case from the officer. ]
Lana: Thank you, officer.
Officer: Ma'am, that's part of a crime scene.
Captain: We need to take that case as evidence.
[ Lana speaks confidently, then walks away before they can speak again. ]
Lana: Of course, as soon as I see your warrant to search my husband's vehicle. Please call me as soon as you have any news.
[ Clark stands up from under a large pile of boulders and looks around, weakly. He walks towards the explosion looking for Lex. ]
Clark: [ Panting ] Lex. Lex! [ Coughs ]
[ Lex is buried under some debris, but is unhurt. ]
Lex: Ugh. Clark... What are you doing here?
Clark: Your dad sent me.
Lex: He's alive? And you got through when nobody else could.
Clark: No one else is trying, Lex. Police called off the rescue team when they found this place was rigged with explosives.
Lex: The entire tunnel system's scheduled to detonate in 14 minutes.
Clark: Is there a way to deactivate it?
Lex: If you're trained in plastic explosives, be my guest. Come on.
[ Lex looks at Clark's hand and Clark notices that he's got a huge chunk of shrapnel from the explosion sticking out of his left shoulder, with blood from the wound streaming down his arm. ]
Unidentified woman: [ On the video, speaking to the man behind the camera ] Can you see me? Be sure I'm in the frame. You got the background, too? Great. Greetings from Patagonia, the most beautiful place on Earth.
[ There is a growling sound on the video and the camera swings around to show a familiar shot of a huge waterfall. ]
Unidentified woman: What is that?
[ Suddenly, we can see the Phantom from Fallout, flying towards the camera. The phantom attacks both the woman and the man holding the camera and the camera falls to the ground, a thin film of blood covering the lens. ]
Lex: You're the last person I ever expected to be pulling shrapnel out of.
[ Lex pulls the piece out of Clark's shoulder. ]
Lex: I saw what happened when I stabbed you with that chisel, Clark. That thing accordioned like it hit solid rock. I don't know why I needed so badly to believe that you're more than human.
Clark: 'Cause nothing's ever good enough for you, Lex.
Lex: The truth would have been. You may be flesh and blood, but you've been hiding secrets from me since we met. You never trusted me.
[ Lex ties a bandage around Clark's arm. ]
Clark: Ugh! Would it have mattered? What are you really doing down here, anyway, Lex? Trying to find new ways to exploit the people that have different abilities than you?
Lex: There's no gray area with you, is there? It's either all good or all evil. Did you even try to see my humanity before you decided I had none?
Clark: I did, Lex. And look where we are.
Lex: Clark, come on. Clark! Come on. What are you waiting for? Let's go. Clark! Come on. Come on. Get up!
[ Clark is severly weakened from the huge amount of Kryptonite lining the walls of the tunnels which has been exposed by the blast. ]
[ Chloe is still at the above-ground command center, calling Clark on her cell phone. ]
Chloe: Hey, Clark, it's me again. Where are you? I feel like your stalker ex-girlfriend, even though I was never your girlfriend. It was just an analogy -- a bad one. I'm sorry. This is awkward. Okay, call me. Bye.
[ She sees the Bomb Squad leader talking and walks over to get in earshot. ]
Bomb Squad Leader: Hold up. That second blast dropped another 10 feet of rubble.
Chloe: Does that mean you haven't found Lex Luthor? Have you found anyone yet?
Bomb Squad Leader: The inner tunnels caved. After those explosions, the whole area's completely unstable. There's no way anyone's getting in there by hand.
Chloe: What's on your vest?
Bomb Squad Leader: Dust from meteor rocks. It's all over the place down there.
[ Chloe looks very disturbed by this, realizing that is why Clark has not returned her repeated phone calls. ]
Clark: It's another dead end. We have to try another tunnel.
[ Clark sits down heavily against the wall of the tunnel. ]
Clark: [ Grunts ] Lex, these ceilings aren't gonna hold out much longer. We have to go back. You know we don't have time for that.
Clark: Something tells me no one else knows about these tunnels.
Lex: By no one, you mean Lana. I'm sorry, but I don't bore her with the daily minutiae of my work.
Clark: You mean you don't trust her?
Lex: I know that's what you've always wanted to believe. But Lana's the first person in my life I actually do trust.
Clark: Then why'd you do it, Lex?
Lex: Do what?
Clark: Why did you force her to marry you? I saw Lana the day of the wedding. And she was gonna leave you. What did you do to her?
Lex: I don't know. The answer must have gotten lost in that dark abyss we call my soul. And what would I know about holding my breath before a congregation, praying the love of my life wouldn't leave me at the altar? Not being sure on that day was the hardest thing I've ever had to endure. You can believe that or not. I stopped expecting you to act like a friend a long time ago.
Clark: Were we ever really friends, Lex?
Lex: I don't know. I have nothing to compare it to. You're the only real friend I've ever had, Clark. And somewhere along the way, you saw me as your nemesis, turned your back on me.
[ At this, ceiling of the tunnel collapses, sending a huge pile of debris raining down on Clark and sending Lex scrambling. When the dust settles, Lex can see that Clark has not been hurt by what should have killed any normal person, and is still trying to dig himself out. A huge metal beam has fallen on him, though, and Clark is now stuck. ]
Clark: Lex, get this off of me. Ugh! Don't leave me.
[ Lex looks at the beam and the pile of debris and considers the time they have left, then turns and runs down the tunnel and around a corner. ]
Clark: Lex! Lex! Lex!
[ Chloe walks into the study where Lana is still looking through the files on the laptop. ]
Chloe: Hey. I've been calling you all morning. I thought you'd be with search and rescue.
[ Lana seems unconcerned about the crisis. ]
Lana: I thought I'd be more useful here. Any news?
Chloe: No, that's the problem. Because I'm not a Luthor, no one will talk to me. What have they told you?
Lana: [ Unconcerned ] That they'll tell me when they know something.
Chloe: Damn it. Lana, Clark went into those tunnels a little while ago, and I haven't heard from him since.
Lana: Clark's down there?
[ Now Lana's interest is piqued, and she rises from the chair and rounds the desk to stand next to Chloe. ]
Chloe: He went down to help, and now even the bomb squad can't find a way in.
Lana: But he'll be okay, right?
Chloe: I don't know.
Lana: But he's... I mean, he's Clark.
[ Lana is clearly leading Chloe, expecting Chloe to reassure her, but Chloe's concern is genuine. ]
Chloe: Lana, whatever it is that you know or think you know about Clark, he's not invincible. He has a --
Chloe: Look, Lana, he will die if we don't find a way in there soon.
[ Lana considers this, and the look on her face shifts. ]
Lana: I think I know another way in.
[ Lana quickly logs back in to the laptop, typing in Lex's password at the prompt. ]
Chloe: Exactly when did you learn how to pole-vault over Lex's firewall?
Lana: I figured that if Lex was gonna look over my shoulder, it was time for me to start looking over his.
[ Lana brings up some of the files she has been looking over, showing a schematic. ]
Chloe: Are those the blueprints for the tunnels? You were sitting on the holy grail all morning, and you didn't tell anyone?
Lana: I thought you said there wasn't much time.
[ Lana says this dismissively, a deliberately obtuse dodge of the question. ]
[ Clark is struggling to free himself without much luck. He pushes against the metal beam and all of a sudden it lifts free of him, and we can see that Lex has returned with a huge metal bar to use as a lever. He leans over and helps Clark to get free of the rubble. ]
Lex: Did you really think I was gonna let you die alone down here, Clark? Guess you never knew me at all. The last cave-in exposed a hatch.
[ They run towards the opening, Lex supporting Clark. ]
[ We can see that their time is getting short now, and they both struggle into a small chamber with a long ladder leading up to the surface where the sun is shining through a metal grate. They both start up the ladder, moving as quickly as possible. About half way up, Lex slips off of the ladder and Clark catches him, using all of his remaining strength to hold Lex's arm until he can find his footing again, and the continue up to the top. With only seconds remaining, they both try to lift the grate and neither can do it by themselves. After a moment they look at each other and both shove up on the grate together, freeing it and allowing them to climb outside just as the entire tunnel system erupts in a massive explosion, sending a huge fireball up the shaft they just climbed, and spilling out into the air as they both dive to safety. Clark rolls over onto his back, staring up into the sunshine and feels his strength returning under the healing rays of the sun. ]
[ Lana arrives back at Lionel's hospital bed to find him sitting up in bed, reading a book. ]
Lana: Good book?
Lionel: I prefer nonfiction -- much more exciting. Oh. I hear Lex made it out unscathed. You must be thrilled -- both the Luthors alive and well.
[ She shuts the door behind her. ]
Lana: I'm not here to talk about Lex. What I want right now are answers. First you tell me that you're gonna kill Clark if I don't marry Lex. And now you're telling me that you're protecting him? What the hell's going on?
Lionel: You know, Clark is a very lucky young man to have someone that loves him the way you do. Your love was the only thing that I could use to keep Clark out of harm's way and you close to Lex.
Lana: I don't understand. What harm? What's Lex doing, and why am I a part of it?
Lionel: You must trust me, Lana, because Clark's life depends on it.
[ Lana is tired of trusting either of the Luthors and decides to go on offense instead. ]
Lana: I wonder how Martha Kent would handle hearing that you used her son as a bargaining chip. Tell me what you know.
Lionel: Wow. Well, I see you've embraced wholeheartedly what it means to be a Luthor.
[ Clark and Chloe are wandering around the scene near the entrance to the hatch leading to the tunnels. ]
Clark: Chloe, I've x-rayed these tunnels over a dozen times. They all just seem to lead to Reeves Dam.
Chloe: Maybe so, but if Lex was willing to go up against Tomb Raider for them, I can't retire my reporter's notebook just yet.
Clark: I still don't understand how you thought to come out here. Lex said no one knew about those tunnels, not even --
Clark: She led search and rescue out here? [ Chloe is silent ] I guess I had it all wrong. This whole time, I thought that Lex had forced her into that marriage, but... now I don't think he did.
Chloe: Don't give up on your hunch just yet, Clark. Lana knew about the other entrance to those tunnels the whole time, and it wasn't until she heard you were down there that she magically produced them.
Clark: Lana was gonna let Lex die down there?
Chloe: I think the Luthor mansion has a lot more secrets than we realize.
[ Lex is sitting quietly in the study when Lana walks in and hands him the briefcase. ]
Lana: The police found this. I guess they really wanted to get into it. I took it away from them as fast as I could.
Lex: Thank you.
[ Lana seems far more cheery than she has been before. ]
Lana: Well, I'm gonna cuddle up with a movie. Any genre preference?
Lex: I think I'll pass.
Lana: Okay. Well, good night.
[ Lana walks away but before she leaves the room, Lex calls out to her. ]
Lex: Did you see Clark on our wedding day and tell him you didn't want to marry me? [ More strongly ] Did you?
Lana: Yes. [ She considers for a moment before continuing ] But only because I needed someone to talk to. I knew there was something wrong with the baby. I could feel it. I thought you wouldn't love me. And I didn't want to lie. [ Lex turns away from her, towards the fire ] I wanted to say something. I did. But you loved our baby so much. Just one look at her nursery, and I knew that you had an entire life planned -- school... play dates. [ Lex turns back to face her, his face ashen ] We were gonna be the best parents in the world. But how could I stand at that altar in front of all of those people and say that everything was going to be okay when I knew something was seriously wrong? What kind of a person would lie like that?
[ As she speaks, Lex's face is a mask of emotion, on the one hand taking in her meaning very well but outwardly fighting to show any sign of this understanding on the other hand. Finally, he regains his voice. ]
Lex: Nothing could have stopped me from loving you -- nothing.
Lana: That's why I married you. I wish I was that strong. If someone lied to me like that, they would lose my love forever. I don't know what I did to deserve you.
[ They embrace and Lex is clearly stricken by what she has said. ]
[ Martha brings some dinner on a plate out to the loft where Clark is looking over a table of papers, charts and graphs. ]
Martha: You didn't come in for dinner. Thought you might be hungry.
Clark: Thanks. I didn't realize how late it was.
Martha: Any idea what Lex and Lionel were doing in those tunnels?
Clark: It just doesn't add up. I mean, we have budgets, funding, plans, construction. It's almost as if Lex was...
Martha: Building a water-purification system.
Clark: Maybe this is the one time Lex was actually telling the truth.
Martha: Clark... what really happened down there?
Clark: When Lex pulled me out of that rubble, I saw a glimpse of something I hadn't seen in years. My friend.
[ Clark looks stricken at this revelation, and genuinely torn by its implication. ]
Martha: I know you two went through a lot. But so much has happened. Sometimes, as hard as it is, you have to let go.
Clark: But you didn't. After everything that Lionel's done, you stood by him today.
Martha: That doesn't mean I trust him. I wish I could. And even though I honestly believe he's made an effort, no one can completely change who they are.
Clark: At least you gave him that chance. Mom, what if part of who Lex is... is because of me? What if I gave up on him too soon?
Martha: You'll never give up on anyone, Clark, because your greatest strength might also be your greatest weakness -- your hope.
[ Lex strides through the underground tunnel system again, followed in-step by a member of the Project Ares team. ]
Project Ares Leader: You'll be pleased to hear the prototype is just days from reaching its fullest functioning capacities.
[ Lex stops in front of a large windowed chamber where Wes Keenan is lying unconscious. ]
Lex: Thanks to your wife, I almost died for you. Let's hope there's nothing you can't do for me.
Main picture from
Back to Smallville Transcripts
Back to the Main Smallville Page