Previously on "Smallville"...
Clark: How do stop someone who has all my powers and none
of my weaknesses?
This can't be from your ship.
If this is still on Earth, it
was a Kryptonian that left it.
Lara-El: As long as this ring remains on your
finger, you have no power. Destroy it.
I am your boss. I just bought
the Daily Planet.
Clark, two weeks with no call back. What's going on?
name is Julian Luthor.
If he found out the truth, he could kill you.
You think that this is Milton fine?
It's the Brain InterActive Construct.
part of him was left behind to regenerate, then fine can be out there.
have chosen to defy me. This defiance cannot go without consequence.
Bizarro Clark: Hi.
Bizarro Clark: I just want to remember this moment.
Lana: This should help.
Bizarro Clark: We should go
Lana: Why? I'm happy right here.
Clark: No, I mean, we should leave Smallville.
We should go see the world, Lana -- all the places you've ever dreamed of. How
about Paris? We'll have breakfast at the Eiffel tower.
Lana: Yeah, right.
Bizarro Clark: I'll fly
you there myself.
Lana: You have a lot of powers, Clark, but last I heard, flying
wasn't one of them.
izarro Clark: You make me feel like I can fly.
Lana: I'd better go. I have a meeting at the foundation. I tell you what --
us a special dinner... our very own Paris. What a beautiful day. I almost
forgot what the sun looked like.
Bizarro Clark: The sun's got nothing on you. Why don't
you close those curtains, come back to bed?
Lana: I guess I could spare a few extra
minutes. I love you, Clark Kent.
Grant: Mr. Luthor.
Lionel: Ah, if you've come to complain about my son's recent
acquisition of your newspaper --
Grant: This isn't about the paper. It's about
something a little more personal... paternity.
Lionel: You know, I've dealt with
nuisances like this before, but from the editor of the Daily Planet? I'm
already late for my meeting.
Grant: I admit I'm not above embellishing a story, but
I couldn't cook up something like this. What
if I told you the only reason I'm standing here is because Lex Luthor missed
his baby brother? Pretty amazing, huh? Using DNA from the cord blood of your
deceased son, Lex created a carbon copy. Call me Julian...Dad. Lex warned me
not to see you. He thinks I'm risking my life just standing here. But I'm in
control of my life now, and I plan to attack it head-on.
Lionel: A courageous point
Grant: If you've got a problem with me, let's settle it right now.
If you truly are my flesh and blood... ...I'd like to get to know you...
Bizarro Clark: Hey, beautiful. What'd you find?
Lana: Another homeless man was murdered
today -- the seventh in the last two weeks. The police think it was a serial
killer, but I think that we may have found the Kryptonian computer you
Bizarro Clark: Brainiac. The Brain InterActive Construct.
do you think it's him?
Bizarro Clark: From the victims' coroner reports. All of the bodies
were found drained of their trace metals, just like that technician from
Lana: Why do you think this thing is killing random people?
Bizarro Clark: It must be
regenerating, using the trace metals from the human bodies.
Lana: Clark, you have
to stop it.
Bizarro Clark: The problem is, if it doesn't want to be found, it can literally
disappear into the woodwork.
Lana: I might be able to help with that. All of the bodies were found randomly
scattered across the district, so I triangulated the attacks to find a
possible home base. Suicide Slums.
Bizarro Clark: I'm impressed.
Lana: Chloe's not the only one
who knows her way around a computer now.
Bizarro Clark: What would I do without you?
[ Squeaking ]
[ Squeaking stops ]
Bizarro Clark: You've fallen far from your ivory tower, haven't you,
Brainiac: You're not Kal-El.
Bizarro Clark: I'm the new-and-improved version.
Brainiac: Don't fool yourself, phantom. You're nothing more than a failed lab experiment dressed
up in a
Kryptonian's body. Where is the boy scout?
Bizarro Clark: Not sure. His Martian
friend took me prisoner. But I managed to escape. When I got back, Kent was
gone. So, I thought I'd...
Brainiac: Step into his shoes.
Bizarro Clark: You know what? They fit
Brainiac: Aren't you concerned how Kal-El will react when he comes home to
find you in bed with his girlfriend?
Bizarro Clark: No. If Kent was alive, he'd be back by
now. Trust me --he's long gone.
Bizarro Clark: Oh. But there is one problem. The yellow sun --it turns my skin to
stone. It's only a matter of time before someone figures out that I'm not
Kent. I know how smart you are. I thought you could help.
Brainiac: Hmm, try a good
sunscreen -- wide-brimmed hat, perhaps.
Bizarro Clark: Kal-El nearly destroyed you. Help me,
or I promise... I'll finish the job.
Brainiac: I'm in no condition to help you. But...
there is someone. A Kryptonian. He came to earth years ago and stayed. His
name is Dax-Ur -- one of Krypton's greatest scientists. He'll know how to fix
Bizarro Clark: How can I find him?
when Krypton traveled through a portal, they carried a beacon so they could be
located -- a small shield-shaped device, synchronized to their
individual genetic code. Dax-Ur's fell into human hands. Find it, and you'll
Clark: Oh. Are you, uh... are you telling me the truth?
Brainiac: Lying to you would
be like lying to a mollusk. There's no point.
Bizarro Clark: [ Laughs ] Oh. If this doesn't check out, I'll shove you back into the
test tube myself.
[ Air whooshes ]
Looks like some people lost their jobs.
Chloe: Casualties of the new commander in
chief, Lex Luthor. Out with the old, in with the new and easily controlled.
Bizarro Clark: I need you to help me find someone -- a Kryptonian scientist.
Chloe: Another Kryptonian? Jeez, Clark, I'm starting to think that
Earth was your
home planet's top tourist destination. How'd you hear about this guy?
Bizarro Clark: Jor-El
Chloe: Look, Clark, usually, I'm right there to help, but right now, my
hands are so full. And, uh, no offense, but Kryptonians aren't exactly low
Bizarro Clark: Chloe, the only way I'm gonna find this guy is to hunt down the
tracking device. Now, there's a rumor that some people found it.
thought the planet's archive might show a record.
Chloe: Clark, look around. Lex
launched a torpedo through the hull of the Daily Planet, and I'm just barely hanging onto the lifeboat. Can't this wait?
Bizarro Clark: It will only take a second,
Chloe. As soon as I find out who has this shield, I'll be out of your hair.
Chloe: Shield? Don't you already have one of those? The Kryptonian S.O.S.
time capsule? Remember -- beauty pageant, gorgeous gold diggers?
Bizarro Clark: Yeah.
why don't you go home and just take a breather, and I'll call you later?
Bizarro Clark: Where is it, Chloe? I'm sorry. I just really need to find it. I was hoping you
could jog my memory.
Chloe: You never forget anything. Your
mind's like a titanium trap.
Bizarro Clark: Look, do you remember where I put the shield or
Chloe: Sorry, Clark. I can't help you.
[ Sighs ]
Lionel: Boundaries. Lex, what is so damn important you had to pull
me out of a crucial negotiation?
Lex: Well, according to the LuthorCorp visitors'
log, Grant Gabriel came to see you yesterday.
Lionel: [ Laughs ] He did, yes, to discuss one of your latest projects. Mr.
Gabriel is at the center of it.
Lex: You've always shunned newspapers, Dad. You
used to tell me they're nothing but lies delivered daily.
Lionel: I may have underestimated the power of the media. And I was curious about your trusted
Lex: And what'd you think of him?
direct -- your exact opposite, Lex.
Lex: Yeah, well, keep your distance. I'll deal
with grant myself from now on.
Lionel: You say that as if he belongs to you. Now,
Grant Gabriel is an adult. You may be his employer, but, uh... you can't
claim him as if he were a piece of property.
Lex: You know, don't you?
Lionel: Do you believe you have the right to recycle your dead brother as if he were part of
some sick vanity project?
Lex: Well, I only did what you never had the guts to do.
Lionel: What you've done is depraved. You disgust me!
Lex: You're telling me you wouldn't want to see Julian again? To look into the eyes of the son you lost?
[ Clock ticking]
Lex: It's you I've lost. It's you I've lost.
[ Ticking continues ]
Lana: Chloe. What are you doing here?
Chloe: I was
actually looking for Clark. He came by the Daily Planet, and he was acting beyond weird. Have you noticed anything different about him recently?
Lana: Yeah, I have. He's finally opened up and let me in. Chloe, he's more
understanding than ever.
Chloe: Lana, he insisted that I help him find a Kryptonian
shield that he already has. The Clark I know would never forget something like
Lana: Well, maybe you don't know him as well as you think. After
everything he's been through, I think he's just taking some time to focus on
his own happiness.
priorities are different.
Chloe: Well, his priorities may be different, but his
personality is in a whole other universe. Lana, I've been a part of Clark's
inner circle for a while now. I know when he's not himself.
Lana: Chloe, maybe it's
time for you to let go of him a little.
Chloe: I'm not hanging on. There's something wrong with him.
Hey. Chloe, you seem a little tense. Did you tell her about the
Chloe: What move?
Bizarro Clark: I wasn't gonna say anything until it was official, but after
Lana and I tie up a few loose ends, we're leaving Smallville...together.
I don't know what to say. Actually, I think I should just go.
[ Door slams ]
Bizarro Clark: Is she okay?
Lana: She thinks that there's something wrong with
you. She says that you went to see her and you completely forgot about this
Kryptonian shield that you have.
Bizarro Clark: I didn't forget anything. I just can't find
it anywhere. I think Kara might have taken it.
Lana: Well, if it's Kryptonian,
do you think that she brought it up to the fortress?
Bizarro Clark: Right. The fortress.
[ Air whooshes ]
Bizarro Clark: Jor-El? I'm searching for something. I think Kara may
have brought it here.
Jor-El: Leave here at once, phantom.
Bizarro Clark: And what if I
don't? You're just a voice, Jor-El -- an echo from the past. What are you
gonna do, lecture me to death?
[ Ice cracking ]
Jor-El: You are not welcome here.
Bizarro Clark: Don't worry, Jor-El. I'll find it sooner or later.
[ Air whooshes ]
[ Rumbling ]
Jor-El: The lost phantom has returned, Kal-El. You must defeat him.
Clark: Lana? Lana? Lana?
Lana: Clark, what is it? I'm right here.
Clark: Thank god you're
Lana: Of course I'm okay. You've only been gone an hour.
Clark: Lana, I've been gone
Lana: Clark, I know that time's different in the fortress, but check the
clock. You just saw me before you went up there to find the shield.
Clark: No, Lana. That wasn't me. It was the phantom. Lana, he looks exactly like me.
Jor-El trapped me in the fortress. He released me to stop the phantom.
Lana: No. I'm
sure it was you. Clark, it had to be. Chloe said that you've been having
troubles with your memory.
Think, Clark. Remember in bed when you said you were going to fly me to
Paris? We were going to leave Smallville together.
Clark: It wasn't me, Lana.
Clark: I'm sorry. This is all my fault. I-I need to get you out of here. There's
not much time. He could be back any second.
Bizarro Clark: Change of plan. We have a
Brainiac: Having trouble finding your scientist?
Bizarro Clark: The boy scout's back. The
prodigal son of Krypton has returned. I need to kill him. When I get near
green kryptonite, I drain him of his power.
Brainiac: That's not a problem. I'll do it.
Bizarro Clark: Look at yourself. You can barely catch a rat.
Brainiac: [ Sighs ] I am the Brain InterActive Construct. No matter my form, my
intellect remains formidable. Do not underestimate me. You should continue
your search for Dax-Ur.
Bizarro Clark: Not before I get Lana away from Clark.
Brainiac: [ Chuckles ] Fall prey to the same human emotion as your counterpart, you
open yourself up to the same weakness. Perhaps you two aren't so different
Bizarro Clark: He's nothing like me.
Brainiac: Well, then strategy dictates that we divide
and conquer. Once I divert Kal-El, you can fetch the young object of your
Clark: Lionel, the phantom's back. He's been living with Lana while I've
been trapped in the fortress.
Brainiac posing as Lionel: Oh, my god. Is she all right?
Clark: She's a little
shaken up. I took her to Oliver queen's apartment. I need to get rid of this
thing for good.
don't know how to defeat it. You're Jor-El's emissary. Do you have any ideas?
Brainiac posing as Lionel: The only way to destroy the phantom is to expose it to blue kryptonite.
don't understand. Everything affects us in opposite ways. If blue kryptonite
takes away my abilities, won't it make him stronger?
Brainiac posing as Lionel: Yes, but his power will increase exponentially. His body won't be able to contain it. It's like a
light bulb being powered by a nuclear reactor.
Clark: Jor-El's ring was made of blue
kryptonite, but it was destroyed. How am I supposed to find more?
Brainiac posing as Lionel: Clark, I believe there is another
Kryptonian living here on earth. Dax-Ur. He is a
scientist who came to study the effect of the yellow sun on Kryptonian
minerals. If you can find him, he will have what you need.
Clark: Why didn't you tell
me about him before?
Brainiac posing as Lionel: He
disappeared. He made a journey here over a century ago, and then he vanished.
Clark: The shield. It's a Kryptonian S.O.S. I found it in a time capsule that was
buried over a hundred years ago. It may belong to this scientist.
Brainiac posing as Lionel: You may have found his beacon. If you activate it, it should lead you directly to him.
don't know how to work it.
Brainiac posing as Lionel: Sound recognition. Put it in your hand. Speak his
name. I believe that the device will do the rest.
Clark: Chloe. Thank god you're
Chloe: Okay? I just found out you and Lana are leaving Smallville. I am
nowhere near okay.
Clark: No, Chloe. That wasn't me. That was the phantom. I've been
trapped in the fortress.
would definitely explain the bizarre behavior. How do I know you're the real
Clark: Chloe, it's me. Now, look, I know how to destroy the phantom. I just
need the Kryptonian shield in order to do it, but I can't find it anywhere.
Chloe: That was what the other Clark was looking for.
Clark: Chloe, look me in the eye.
try. But from what I've heard, everything about the two of you is exactly the
same, right down to your baby blues.
Clark: If I was the phantom, direct sunlight...
would make my face change. It's me.
Chloe: Oh, my god. Thank god it's you.
[ Sighs ] Your domineering double had me seriously worried.
Clark: I need to destroy
him, but I can't do it without that shield.
Chloe: I think I can help. The way you
were acting, I didn't know what would happen if you found this thing, so I
went to the farm and I...kind of borrowed it.
Clark: You saved me again, Chloe.
Chloe: Please be careful, Clark. Kryptonians don't exactly roll out the welcome mat,
and if this guy ditched his S.O.S., He may not want to be found.
Clark: I don't have
a choice. Stay back.
[ Sighs ] Dax-Ur.
Chloe: [ Sighs ] Good luck.
[ Air whooshes ]
[ Machinery grinding ]
Bizarro Clark: Excuse me!
[ Grinding stops ]
Dax-Ur: Can I help you?
Bizarro Clark: I'm looking for someone.
Dax-Ur: Well, if they live all the way out here, I probably know them.
Bizarro Clark: Dax-Ur?
Dax-Ur: Dexter? No. No, uh...
nobody from around hereby that name.
Bizarro Clark: Actually, he's not from around here.
He's from Krypton. So am I. I'm Kal-El.
Dax-Ur: The House of El. You always were
Dax-Ur: So, tell me, how did you leave Krypton? I thought the portals were
Clark: My father -- he built a ship. I was found by a family in Kansas.
Dax-Ur: Max! How you doing, buddy? Hey. What's for lunch today?
Dax-Ur: Sandwiches? Just a minute, Grace.
Clark: I didn't know you had customers, so we'll
wait out back.
Grace: Oh! Come on.
[ Sighs ] You have a family. You live like a
human. I understand the only way to do that is with blue kryptonite.
Dax-Ur: I didn't
put it on overnight. When I first arrived, I wanted to be alone.
Dax-Ur: Sometimes a scientist can get caught up in theories. My work led to the
creation of the brain interactive construct. I realized much too late that my
technology could lead to the destruction of worlds.
Clark: So, you came to earth.
clear my conscience. I planned to study the yellow sun's effect on
minerals but discovered it was the sun's effect on me that really mattered. I
could save the human race.
Clark: You gave up your abilities for Grace. It must have been a difficult decision.
Dax-Ur: I knew in the span of a heartbeat.
Clark: The blue
Kryptonite --do you have any more?
Dax-Ur: What's her name? It's okay. [ Sighs ] It's not every day a fellow
Kryptonian asks me for help.
Bizarro Clark: Lana? I
was just calling you. Did Lionel know anything?
Lana: We have a problem. The
phantom found Brainiac, and now they're working together.
Bizarro Clark: I can't take them
both down on my own.
Lana: It's all my fault. I led them right to it.
Bizarro Clark: None of this is
your fault, Lana. Lana, we should get you out as soon as possible. They could
Lana: Let me just go get my bag.
[ Air whooshes ]
Bizarro Clark: Come on, Lana. We got to go now.
Lana: I'll be right there.
[ Air whooshes ]
Bizarro Clark: Guess my secret's out.
[ Gasps ]
[ Air whooshes ]
Bizarro Clark: Lana, please.
Lana: Stay away from me.
Bizarro Clark: I would never hurt you.
Lana. Look at me. I'm the same person you've been with all this time.
Bizarro Clark: You told me that you're happier than you've ever been. I made you
feel that way, Lana, not Clark.
Lana: You pretended to be him just so that you
Bizarro Clark: No. Listen, when I first came to Smallville, the only thing that
mattered was my own survival,
that all changed when I met you.
[ Air whooshes ]
Bizarro Clark: Lana, what are you doing?
Lana: Will this destroy him?
Clark: Yeah. But take it and go, Lana. Around blue Kryptonite, I lose my abilities. I
won't be able to protect you.
Lana: I'll do it myself.
Clark: Lana, no!
Lana: Clark, stay back.
Bizarro Clark: You spent the last month telling me that you finally felt like we were meant
to be together.
Clark: Don't listen to him, Lana.
Bizarro Clark: I know what's in his mind, Lana.
He doesn't love you like I do.
Clark: That's a lie!
Bizarro Clark: You're lying, Clark -- to
yourself! You're so worried about doing the right thing, you don't even see
it. You know he won't commit his life to you like I will. You know that.
Lana: I've never been more in love than I have the past month.
Only it wasn't with you. It was with him. Nothing will ever come between us
[ Electricity crackling ]
[ Cracking ]
Bizarro Clark: [ Grunting ] I love you.
Clark: It's okay, Lana. He's gone.
Brainiac: [ Sighs ] Good evening, Dax-Ur.
Dax-Ur: Who are you?
Brainiac: Uh, you should know. You
created me. It took two super-powered beings to find you. If they weren't so
busy trying to destroy one another, they might have figured out I was using
them. Don't lose your bracelet.
Dax-Ur: Why are you here?
Brainiac: I'm...damaged. And you're
the only one who knows how to repair me.
Dax-Ur: You're on your own.
Brainiac: All I need is
the information in your mind.
never tell you.
Brainiac: Oh, you don't have to talk.
[ Groaning ]
Lex: You're so busy, you can't return my calls?
Grant: I barely have time to do my job. I don't know how you expect me to run a world-class paper
with such a limited staff.
Lex: I don't. You're fired.
Grant: Excuse me?
Lex: I told you not to
go near my father. He's dangerous.
Grant: Lionel would have found out about me
sooner or later, and I wasn't gonna hide forever.
Lex: I trusted you. You
shouldn't have told him.
Grant: Why not? He's made a reservation for the two of us
tonight at the best steak house in Metropolis. Seems dad wants to get to know
Lex: You know, for a newspaper man, you are shockingly naive. Do you
can build a relationship with that man? Don't be stupid.
Grant: What's wrong, Lex? You
afraid I'll become the favored son? That I'll accomplish something you
Lex: I'm afraid he could have you killed. Look, you need to leave
Metropolis for your own safety. I set you up with a spot on the
international desk of the London Times.
Grant: Don't do me any favors. You never
help anyone, big brother. Lex only looks out for Lex.
Lex: Don't walk away from me.
Grant: Haven't you gotten used to it -- people leaving you? How many times have you been married now, anyway?
Lex: You ungrateful son of a bitch. If it wasn't for
me, you'd still be a smudge in a Petri dish.
Grant: Yeah, you're some genius. You're
so lonely and pathetic, you
had to build yourself a brother.
Lex: I gave you everything! You turn your back on me, you throw it all away.
Grant: I'm not throwing anything away. Go ahead, kick me
out of my office. It gives me more time to enjoy the full benefits of being a
Luthor. Last I heard, I was practically made for this family.
Grant: There's nothing like a good New York sirloin. [ Laughs ] Dry-aged for 35 days and enjoyed over 2 glorious hours. Thanks,
Lionel: Yeah, well, after a good dinner, one can forgive anybody -- even
one's own relations.
Lionel: That's not me. That's Oscar Wilde.
Grant: Oh. I bet Oscar Wilde's brother didn't cook him up in a lab.
Lionel: Grant, I don't care how you came
into this world.
a Luthor. You're my son.
[ Laughs ]
Man: Give me your money now.
Lionel: All right. All right. We don't want any
Lionel: Okay, okay. Just, please, take it and get out of here.
[ Gunshots ]
[ Gunshot ]
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