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First aired November
This still needs final proofreading
Previously on "Smallville"...
Brainiac: You're too late, Kal-El.
Doctor: Miss Lang had a full recovery.
Clark: Where is she?
Doctor: Oh, she's already checked out,
but she wanted me to give you this.
But I knew that looked into your eyes
I'd never be able to say it.
Tess: If I ever discovered
that someone withheld information
that could help me find Lex,
I'd be forced to respond accordingly.
Regan: Nobody questions my loyalty.
Woman: I can't believe it!
Lana, you're back!
Clark: Why are you staying?
Lana: Leaving is harder than I thought it would be.
You still haven't told him the reasons why you disappeared
and what you plan on doing next.
Tess: Lex saved my life.
I owe him everything.
Lana: This is how a Luthor rewards that kind of loyalty.
[ Echoing ]
You've been les eyes and ears quite time.
Tess: I've done everything.
But not anymore.
Clark: What if the rest of the world didn't have to come first?
Lana: The world needs you, Clark.
Clark: What about what we need?
[ Beeping ]
Sir, it's not too late to suspend the procedure.
Dr. Groll: Our orders are to move forward.
At what cost?
Dr. Groll: I know Mr. Luthor
wants to get back on his feet as soon as possible,
but we are nowhere near ready
to attempt this on a human being.
The studies on mice have barely even started.
Dr. Groll: It doesn't matter.
Mr. Luthor wants us to proceed,
and that's what we're going to do.
Where are we with the molecular transfusion?
Prepared for absorption.
Dr. Groll: And the subject?
Vitals normal. We're all set.
Dr. Groll: Begin the transdermal evisceration.
[ Click ]
[ Whirring ]
[ Whirring quickens ]
Lana: We thought that we were
meant to be together, Clark.
But the truth is,
we were fooling ourselves.
I need you...
but the world needs you more.
And as long as I'm in your
life, I am holding you back.
[ Laughs, scoffs ]
Clark: Please, don't --
Clark: you know you're bored
when you resort to watching
a repeat of your breakup.
I needed to remind myself
that Lana left for a reason.
Chloe: Did something happen
that made you suddenly forget?
Clark: Last night, we...
kind of kissed.
It was a mistake.
I don't know
what I was thinking.
Chloe: Clark, you're acting like
you committed a crime.
Now, I'm not a lawyer,
but I really don't think
that a little trip to first base
is exact fel
Clark: but I'm digging up feelings
from the past
that need to stay buried --
for both our sakes.
Chloe: You know, you have an arsenal
of abilities at your disposal,
but suffocating feelings
that want to come up for air
isn't one of them.
Clark: Lana thought she was holding me back, and you know what?
She was right. Look what happened after she left.
I got off the farm, I got a job, I started using my abilities
to help people when they needed it the most.
Chloe: Did you do that because Lana left
or because you simply grew up
and realized what you wanted to do with your life?
Clark, maybe she isn't the liability
you're making her out to be.
How does she feel about it?
Clark: It's on that disk. She doesn't want to be together.
Chloe: She made that disk seven months ago, Clark.
You certainly did.
Look, stop playing the guessing game and talk to her.
She's probably at my apartment right now.
[ Knock on door ]
[ Gun cocks ]
I didn't know it was you.
Clark: I didn't realize that
breaking and entering was one of your hobbies.
Tess: The damage was done when I got here.
I was worried about Lana, and I came to warn her,
but I was obviously too late.
Clark: Warn her about what?
Tess: It seems that she's been...
poking around some classified LuthorCorp technology.
[ Pulsating tone
Clark: the last time I checked, you were in charge of LuthorCorp.
[ Beep ]
Tess: Everything but the nanotechnology
dedicated to sustaining Lex's life.
The bear may be hibernating, but that does not mean
that he's gonna sit around and let his honey get stolen.
Clark: You think Lex is behind what happened to Lana?
Tess: I don't think, Clark.
And I am really concerned for her.
Clark: Since when did you and Lana become close friends?
Tess: I will forever be grateful to her.
Lana's responsible for finally showing me
the monster that Lex really is.
The least that I can do is repay the favor.
Clark: I knew Lex was still alive.
I had no idea he was capable of kidnapping Lana from a distance.
Tess: It wouldn't be the first time he's abducted her from afar.
She didn't tell you.
Clark: Tell me what?
Tess: Do you remember that DVD she made for you last spring?
Did you ever wonder how Lana got her hands on a video camera
right after she awoke from a deep coma?
Lana: As long as I'm in your life, I'm holding you back.
Please, for both of us, don't come looking for me.
I love you, Clark...
more than you will ever know.
Now let me go.
It's for your own protection, ma'am.
Scoffs ] Is that what
Lex told you?
You've been in a coma for the past three months.
We're here to make sure you stay safe.
Lana: [ Muffled ] No
Tess: Get her in the van.
I'll meet you at the compound.
Clark: That disk was a lie. Lana never wanted to leave.
She left because she was escaping from you!
Clark: You're no better than Lex.
Tess: If I had known what I know now,
I would have never been part of it.
Lex convinced us it was for her own good.
Clark: How nice of him to kidnap her.
Tess: Lex also said that she was in that asylum because of you...
...that your relationship was so dysfunctional
you were constantly hurting her.
[ Engine revving
Lana: where are you taking me?
To a place where you'll be protected.
Lana: [ Scoffs ]
Lex has been watching me, hasn't he?
Waiting for me to wake up so he can kidnap me.
Mr. Luthor just wants to help you.
Lana: [ Exhales sharply ]
I-I'm not feeling very well.
You're dehydrated. You should drink that.
Lana: No, I think I'm gonna throw up.
[ Sighs ]
[ Grunts ]
Wait! Wait! Wait! Just calm down!
[ Tires screech ]
Lana: Leave the keys in the ignition and get out of the van. Now!
[ Tires screech ]
Clark: The thugs that Lex used --he could've used them again.
What are their names?
Tess: What are their names?!
They're both dead.
The people Lex employs now are brand-new,
without any ties to his past.
Clark, what did you find?
Clark: I'm not sure what it is.
It doesn't seem like Lana's taste.
Tess: It's not.
Clark: Have you seen this before?
Tess: My strategic advisor, carter Bowfry --
[ Air whooshes
Clark: what did you do with Lana?
Carter: I don't know who you're talking about.
Clark: Don't lie to me!
I found your medallion in her apartment!
Carter: My medallion is right here.
Clark: They're exactly the same.
How do you know Lana?
Carter: Son, I suggest you back down right now.
Clark: Lana has been kidnapped.
Look, if anything you know may help me find her, please...
you can trust me.
Carter: You must be Clark.
Clark: How do you know my name?
Carter: I gave Lana that medallion last spring in edge city.
I don't know how she tracked me down, but she did.
Lana: Money means nothing to me.
I'll pay you whatever you want.
Carter: I don't need your dollars, ma'am. [ Chuckles ]
I'm just a retired teacher living off his pension.
Lana: A teacher who trained green berets and navy seals
to withstand extreme pain and torture.
I've done my homework.
I need your help.
Carter: What I have to teach, you're not ready to learn.
Lana: You'd be surprised. Please, just give me a chance.
Carter: Well, you're not a soldier,
and you're definitely not a government agent,
so why are you here?
Lana: I want to be invincible.
Carter: Well, good for you.
Look...I'm all for girl power,
but you're gonna have to go find yours on your own,
Lana: I'm not asking you, I'm telling you.
If you help me, I promise you'll be helping the world.
[ Thunder rumbles
[ Breathing heavily, shivering ]
Carter: You were barely under.
Lana: It's too cold.
Carter: You're weaker than I thought.
Lana: Yeah, well, life hasn't
exactly been a walk in the park lately.
Carter: Oh, poor, poor, pitiful you.
How long have you been feeling sorry for yourself?
Let me guess.
Your entire life.
[ Inhales deeply ]
Clark: You tortured her?!
Carter: I trained her.
That's how she came back stronger.
Clark: She's always been strong.
Now she's missing because of you.
Carter: All I did was help her get over the one thing
that was holding her back.
Carter: What are you waiting for?
Lana: Just not used to scorching myself.
Carter: Get used to it.
No fear, no pain.
Lana: [ Inhales sharply ]
Carter: It's not fear that's stopping you, is it?
You're holding onto something...
Lana: Do you see anyone else here?
Carter: Oh, I can feel him.
So can you.
As long as you're trying to be someone you're not,
you are gonna be vulnerable.
You are gonna feel the pain.
What's the name?
Lana: His name's Clark.
And if I had an ounce of his strength --
Carter: I'm not training you to be like someone else.
I'm training you to be Lana Lang,
to rise from the ashes of your previous life,
stronger, more powerful...
It's time to rise.
[ Breathing hey ]
[ Exhales sharply ]
[ Breathing heavily ]
Carter: You don't look ready for class.
Lana: Carter, I have learned so much from you,
but what I need, I-I can't get it here.
Carter: What you need are skills, Lana...
Lana: I need power.
Carter: And you'll have it.
But it just doesn't happen overnight.
Lana: I've had it before --
skills and abilities beyond what you can imagine.
But I wasn't ready for them
physically, mentally, or emotionally.
And now, thanks to you, I am.
Carter: This thirst for power, Lana --I've seen it before.
Most of the time, it doesn't have a happy ending.
[ Sighs ]
Before you fly off to change the world...
...I've got something for you.
Lana: I don't deserve it.
Take this so you'll always remember.
As you rise higher and higher, never look down.
Clark: After edge city, where'd she go?
[ Door closes ]
Carter: She was so full of hope.
Wanted to imprint this stamp of positivity on the world. I-I couldn't let anything happen to her.
After all the death and destruction
I've been responsible for,
Lana was my chance at redemption,
so I tracked her down.
Clark: When you found her, what was she doing?
Carter: Investigating LuthorCorp.
I told her to put it in the past,
but she wouldn't listen to me.
So I joined her cause.
Ep an on her.
And I got this job on the inside,
feeding Lana information while I advised Tess mercer
on defense-contract strategies.
Clark: Did Lana contact anyone else when she was in metropolis?
Carter: A blond woman.
They went to high school together in Smallville.
[ Beeping, air hissing ]
Sir, she's barely alive.
Dr. Groll: It's the only way to apply the nanites.
Begin the grafting.
[ Keyboard clag ]
[ Electronic whirring, beeping ]
Dr. Groll: Applying Prometheus layer.
[ Whirring, beeping quicken ]
[ Car door closes ]
Tess: The cloak-and-dagger existence suits you well, Regan.
So, how's the new career --breaking and entering?
Did you find what you were looking for
in Lana Lang's apartment?
Regan: Still looking, just like you.
Only I'm trying to find the technology to keep Lex alive,
not to destroy it.
Tess: The world already believes he's dead.
I'm just trying to make a fantasy a reality.
Regan: You actually believe you can declare Lex Luthor dead
and not end up dead yourself?
Tess: [ Scoffs ]
You're a pretty pathetic guard dog --
loyal to a master that can't even feed himself.
Why don't you come and work for me?
[ Laughs ]
I'll give you more milk-bones than Lex ever did.
Regan: I think I'd rather shovel cow dung.
Tess: Oh, you see, it's not really a choice.
Once you discover the Prometheus technology,
I want you to bring it to me.
Regan: I'm afraid that...
you're gonna be waiting a long, long time.
Tess: Find me the Prometheus technology,
or I'll have to take it...
Man: Regeneration complete, dr. Groll.
Dr. Groll: Pull her out and get her quarantined.
[ Air whooshes ]
Chloe: Clark, no more superscares, please.
I'm this close to a cardiac arrest.
Clark: Why didn't you tell me?
Chloe: So now I'm keeping secrets I didn't know I was keeping.
How could you not tell me you spoke to her?
Chloe: Because she asked me not to
I have to respect that.
Clark: Now it looks like your respect may have gotten her kidnapped.
Clark: Chloe, if I'd have known what she was doing,
I could have stopped her before she got hurt.
Chloe: I wasn't about to betray her trust, Clark,
just like I would never betray yours.
all people should understand that.
Clark: This is different, Chloe.
I have abilities. I can take care of myself.
Look, Chloe, all that matters now is finding her.
Please, you have to tell me everything she said to you.
Chloe: Okay, first of all, just so you know,
she didn't come back to see me.
She was on a mission.
Chloe: Am I hallucinating,
or is that the long-lost Lana Lang in front of me?
Lana: Hi, Chloe.
Oh, my god, I thought I'd never see you again.
Now you're back.
Lana: Actually, I'm only here for a short stay. I am so impressed with what you've done with
You've turned my dinky little operation
into a place that really helps people.
Chloe: I'm just carrying on the torch you lit.
In other late-breaking news, I'm getting married next month.
Lana: [ Chuckles ] Wow. Laughs
that is a huge headline.
I am so happy for you.
You two make a perfect couple.
Chloe: Speaking of which, does your short stay
include a pit stop at the planet to see Clark?
Lana: Uh, not this time.
But I read about the red/blue blur
saving the citizens of metropolis.
I've got to say that, when I saw that article,
it brought tears to my eyes.
I am so proud of him.
I know that you miss all of us,
but something tells me there's more to your trip back home
than simply checking in with the old gang.
Lana: I actually came back here
to find out more about project Ares.
Chloe: Project Ares --wasn't that Lex's scheme
to genetically enhance injured soldiers?
Lana: Using alien DNA.
Chloe: Lana, this is all in the past.
Lex is out of your life now.
Why don't you just put this behind you and move on?
Lana: I am moving on.
Because it seems to me
like you're not just playing with fire,
stepping into a raging inferno.
Clark should know about this.
Lana: I plan on telling Clark...
when the time is right.
Chloe, I want you to promise me that you won't say a word.
[ Sighs ]
I can take care of myself now.
Chloe: All I did was honor my friend's secret.
And now I feel like this is all my fault.
Clark: That must have been the way she wanted it --
so she could do what she had to do
without anyone getting in her way...
Did you check on project Ares after she left?
Chloe: Yeah, it turns out the project was mothballed over a year ago,
even before Lex went missing.
Clark: Tess mercer told me Lana's been looking into technology
that could keep Lex alive.
She thinks that Lex abducted her.
Chloe: Since when are you trusting
what the first lady of LuthorCorp has to say?
Clark: Since she came clean with me.
She told me when Lana made that disk,
she was being held at gunpoint
by a team of Lex's men led by Tess.
Wait, Clark. If Lana didn't make that disk on her own,
then why didn't she come home to you?
Clark: She was too busy planning her revenge on Lex.
Chloe, I need to find Lana
before she does something she'll regret.
That's a ballsy move, sitting in the boss's chair.
Either you have good news for me,
or you like to live dangerously close to the edge.
Regan: I guess it's the latter.
He did have good news for you --
the address of the Prometheus lab.
Unfortunately, he told me first.
Tess: So working for Lex gives you carte blanche
to kill innocent people?
Regan: [ Chuckles softly ] Innocent?
He worked for you, Tess.
Tess: Give a mid-level bureaucrat a little bit of power,
and it goes straight to his head.
Regan: You're the expert.
You know, I actually used to be envious of you.
Of course, that was before I found out Lex was using you
as his eyes and ears.
Tess: I happen to have my own eyes and ears,
hidden in the security cameras in this office.
Not only did they record your illuminating conversation
with my security guard, but also his tragic murder.
But that footage is nothing
compared to the memorable moments I saw.
Lex was nice enough to let me catch some of your, uh...
I'll make sure a few of them make it into your obituary.
[ Gun cocks
[ Gunshot ]
[ Breathing heavily ]
[ Grunting ]
there's a classified LuthorCorp project called Prometheus,
but now that I'm Brainiac-free,
I couldn't even begin to hack the firewall.
Clark: You said the first time you saw Lana,
she was standing in front of this radiator.
Chloe: Yeah, I think so, but I don't know
what the building's heating system
has to do with any of this.
Looks like Lana's got her very own secret stash.
She obviously didn't want to leave
any of he good stuff on my gigabytes.
Clark: Why do I feel like I'm cracking open her diary?
Chloe: It might be the only way we can save her, Clark.
Clark: Who's this guy?
Chloe: Edward Groll.
He's been with LuthorCorp since the first meteor shower.
If they gave out PhDs in all things alien,
this guy would definitely have one.
[ Beep ]
Lana: I know you were involved with project Ares.
But more importantly, I found out you designed Prometheus.
I want to commend
that is an amazing achievement.
Dr. Groll: You must be mistaken, Mrs. Luthor.
Lana: It's ms. Lang.
That will never change.
I promise, doctor,
I don't intend on destroying your technology.
I want to put it to good use.
Dr. Groll: I'm an academic.
I hold a chair in biophysics at metropolis university.
Lana: Where you designed and built a meta-dermal skin graft
that will not only
sustain Lex's health
but will give him superhuman abilities.
Dr. Groll: Superhuman abilities?
Have you taken up reading comic books?
Lana: For someone intelligent enough
to harness alien DNA into the ultimate power suit,
you are dangerously naive.
What good will your technology do in the hands of a madman?
You and I both know that Lex is too dangerous to wear it.
But I can.
Dr. Groll: I'm sorry, miss lang.
I don't have time to uss fictitious --
Lana: if Lex ever puts on that suit, he will corrupt its power.
He will become a god among men,
and the world will never recover.
Do you want your legacy to be allowing Lex Luthor
to become the ultimate weapon?
Or do you want to be remembered for saving people's lives?
For improving the human condition all over the world.
I have a space in east metropolis
in a warehouse on 95th and Bristol.
You can set up your lab.
Dr. Groll: It's not just me
I work with a lab full of researchers.
They'd never allow it.
Lana: Tell them it was on Lex's orders --
that he wanted me to be the guinea pig.
It's not so far-fetched, is it?
[ Beep ]
Chloe: I don't think she was kidnapped, Clark.
Lana doesn't want to destroy the technology.
She wants to use it on herself.
[ Beeping ]
Dr. Groll: Thank god. Her blood pressure's rising.
The machines are what's keeping her alive.
Dr. Groll: She's going to be fine.
She has to be.
[ Door opens ]
Where's the Prometheus suit?
Dr. Groll: Stop!
Don't enter that chamber.
Any contaminant could kill her.
[ Beeping ]
Dr. Groll: It was Lex's orders.
[ Beeping ]
Tess: Prometheus must be destroyed.
Dr. Groll: It's too late.
You can't destroy the suit without murdering her.
Tess: Lana Lang was born to be a martyr.
Dr. Groll: No!
[ Grunts ]
[ Electricity crackling ]
[ Alarm blaring ]
Tess: You will never be able to help Lex Luthor again.
[ Gunshot ]
Tess: You find her before she finds me.
This woman is lethal.
[ Air whooshes
Tess: oh! Lana, you got to believe me,
I didn't know you were in there.
Lana: Yes, you did.
I'm not here to hurt you, Tess.
I'm here as your friend.
Tess: [ Scoffs ]
My BFF who tears open my safe with her bare hands
and burns all of my research?
I think that you're stretching the definition of friendship
just a little bit.
Lana: I don't want you to make the same mistake I did.
I know how much you want to get revenge on Lex,
and who can blame you?
I have felt that exact same rage.
Tess: He didn't implant a microchip into your brain.
Lana: All that anger will lead you down a long tunnel
that you will never find your way out of.
Tess: [ Chuckles softly ]
Yeah, that's a really easy position to take
when you're clad in an invincible suit.
Lana: I-I didn't put the suit on for protection.
I did it
so that I could actually do some good in the world.
You are an amazing woman, Tess.
But it's hard to see when you're stuck in the dark shadow
of an even darker man.
Tess: Why do you think I want Lex gone?
Lana: You may have gotten rid of the microchip...
but every second that you're consumed by hate
is another second Lex is still in control of you.
Don't be a victim anymore.
[ Air whooshes ]
What are you doing rising before the roosters?
Clark: Couldn't sleep.
Lana: [ In distance ] Clark.
[ Air whooshes ]
[ Wind whistles ]
Lana: Meet me up on the rooftop.
I've been looking all over for you. Are you okay?
Lana: I've never felt better, Clark.
Clark: It's because you're wearing that suit, Lana.
You have powers,
and the last time that happened, it didn't end well.
Lana: I'm different now.
This time I've prepared myself.
Clark: Those months that you were gone,
why didn't you tell me what you were doing?
Lana: You would have never let me go through with it.
Clark: Because it's dangerous, Lana.
It's never been tested on humans.
Lex credit where credit is due.
When it comes to all things scientific,
he's pulled off the impossible on more than one occasion.
Clark, you don't have to protect me anymore.
You don't have to worry about me.
Clark: How can you say that, Lana?
We have no idea what's gonna happen.
And that's why it's so important to live in the present.
Whatever happened in the past
and whatever happens in the future,
it doesn't matter.
Clark: It does matter, Lana.
It matters if you get hurt.
Lana: I know how much you care about me.
You always have.
That's why when I came back for Chloe's wedding, I...
I didn't think we could be together.
the last thing I wanted
was to be some distraction in your life.
Clark: You're not a distraction.
You never were.
Lana: I'm not anymore. Clark, nothing can hurt me anymore.
You and I are equals now,
and together, we can help make the world a better place.
Unless that's not what you want.
Clark: No, Lana, that's exactly what I want.
But it's a dream, Lana.
We both know dreams normally don't come true.
Lana: There's never been anything normal about us.
Main photo from http://www.cwtv.com
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