First aired November
Previously on "Smallville"...
Clark: This is all because of Brainiac, isn't it?
Clark, for once, something good came from something horrible.
I'm choosing to look at this as a gift.
Jor-El: You have chosen to defy me.
This defiance cannot
Clark: Since Jor-El created Brainiac,
I think he can cure your infection.
And I think I can re-create Jor-El and the fortress.
I just need to get that crystal back.
[ Screams ]
Chloe: After all these years of keeping this secret,
why are you telling me?
Davis: I feel like you were sent to me.
Chloe: That's great.
Chloe: Clark, you don't get how much of my life I spend
protecting your secret.
Oliver: Chloe, we're done here.
Chloe's knee-deep in these situations
that humans just don't understand.
As her best friend, make her stop before she gets hurt.
Davis: Did you help me because of some personal code of ethics,
or was there more to it than that?
Chloe: I think it's best if I don't see you for a while.
Lois/Faora: This'll do.
Lois/Faora: I know who you are.
You arrived here as genetic matter...
...containing our planet's most powerful life-forms,
so that in time,
you would evolve to become Earth's ultimate destroyer.
Trust me, my son.
That which kills you makes you stronger.
Jimmy: Breakfast in bed for my beautiful bride-to-be.
I even brewed you a special
"wedding-day countdown" cup of coffee.
Two kinds of beans blended together
in a tasty marriage of flavor.
Chloe: Ohh, thank you, Jimmy.
Jimmy: No problem.
You know, it's one week until we rendezvous at the altar,
and we're, uh, still getting RSVPs.
Chloe: [ Scoffs ]
I bet you anything these slow responders
have never had to
tackle the challenge of a seating chart.
And one of our invited guests
continues to be conspicuously absent.
Jimmy: [ Laughs ]
Uh, longtime friend, drama with Clark,
left town in a hurry,
apparently never to be heard from again.
Chloe: Right -- Lana.
I just didn't --I didn't hear you.
[ Chuckles ]
Jimmy: Are you okay?
Chloe: Yeah. Why?
Jimmy: You've been kind of forgetful lately.
If you forget the florist's name one more time,
I think she's gonna stick us with potted ferns.
Chloe: Just distracted. I guess it's a case of the, uh, pre-wedding jitters.
Jimmy: Chloe, the hard part...
Just think of this wedding as one big fiesta to us --
kind of like the engagement party -- just with more people.
[ Indistinct conversations ]
Jimmy: How about we take a little break?
Chloe: I thought the whole point of an engagement party
was to enjoy the "party" part.
Jimmy: I just want two minutes alone with you.
I've been hugged by so many people today,
I feel like I'm engaged to everyone but you.
Chloe: You're right --the night has gone by
faster than a flash of a camera, hasn't it?
Jimmy: And that's why we can't miss this dance.
Chloe: I love you, Jimmy.
[ Music playing ]
[ Electricity crackles ]
Chloe: Jimmy, what's going on? This isn't how it happened.
[ Breathing heavily ]
[ Thunder crashes ]
[ Whirring ]
[ Gasps ]
You okay? You blanked out for a second.
You have a headache? Do you want me to call a doctor?
Chloe: Get out of my apartment.
It's me. It's Jimmy.
It's your fiancé.
Chloe: I think I'd remember my own fiancé.
I've never seen you before in my life.
Jimmy: Code red, C.K.
My whole world
just fell apart.
Clark: Jimmy, slow down.
What's going on?
Jimmy: As Chloe's future husband,
I thought that I could steer
her ship through any storm,
and in health, but...
I just got hit
with a major bridal wave.
Clark: The wedding's a week away.
She's probably just stressed.
Jimmy: Yeah, that's
what I thought, but...
It started out
as small stuff, like, --
like, miss a meeting, a name,
a place -- that kind of stuff.
But today, she...
she didn't even
She was actually
afraid of me.
Clark: Did you notice any other symptoms?
Other than a selective amnesia? Look, she calmed down
as soon as I showed her
a picture of us together,
but I still don't think
that she remembers me.
Clark, Chloe -- she, uh...
she used to have
this medical condition.
It gave her
this special ability.
Clark: You mean her meteor ability --
Jimmy: I figured she would have
told you, but...
do you think that it left her
with brain damage?
Clark: I don't know.
This could be
any number of things.
Jimmy: Look, we need to get Chloe
to a doctor.
Would you talk to her?
Her memory may have left me
at the altar,
but...she might still
Chloe: Excuse me.
Can you tell me how to
get to the hospital library?
Woman: Are you an intern?
Chloe: Uh, med student --Met U.
Woman: Yeah, certainly don't miss those days.
What lucky topic did you take up?
Chloe: Memory loss, synaptic shock --
you know, your basic brain drain.
I was trying to find some information online,
but it looks like most of the cutting-edge research
is here at Met Gen.
Woman: Yeah. Just down the hall to the east wing, second floor.
Woman: Good luck.
I, uh, was actually thinking about you.
Chloe: Davis. You look exhausted.
You pulling more night-after-night shifts?
Davis: These days, it's more like "Night of the Living Dead."
Chloe: Well, careful that the zombies
don't try and eat your brain for breakfast. Save yourself. It's a little too late for me.
I was supposed to look into your past.
you know, my crystal ball is just on the fritz.
Davis: Actually, I was thinking about it.
I'd rather you just cancel the whole séance altogether.
I decided to let the past rest in peace. But there's something else, Chloe,
something I've been thinking about since the day we met.
Chloe: You know what, Davis,
I would really love to hear what you have to say, honestly,
but now is just not a good time.
Davis: Got it.
Is everything okay with you and Jimmy?
Oh, right --uh, fiancé.
Davis: You've been there for me a lot lately.
If you ever need anything, I'm right here for you.
[ Chuckles lightly
The truth is, my brain's just a little fried...
[ Chuckles ]
I'll talk to you later?
Davis: Of course.
[ Door opens ]
[ Beep, doors close ]
Chloe: I'm right here, Clark.
Clark: Chloe. Hey, I've been looking all over for you. Look, Jimmy says that you're forgetting things --
that this morning, you didn't even recognize him.
Chloe: [ Chuckles ] Jimmy's overreacting.
Clark: So you do know
who he is?
Chloe: [ Laughing ] Of course! Jimmy Olsen -- reddish hair, cute smile, photographer,
likes to wear bowling shirts.
Clark: What about "fiancé"?
Chloe: Yeah. Right.
We begin our lives together Saturday at 6:00.
Clark: Chloe, it sounds like you're reading this all off a list.
Are you sure everything's okay?
Chloe: I'm just...distracted, you know?
I mean, the last-minute wedding plans.
Clark: Why did you close the bookcase when I walked in?
Please, just don't.
I'm really busy right now.
I-I still need to pick the place settings.
mean, who knew there were 90 ways to fold the napkin?
Clark, please --
Okay, I know this looks a little weird.
Clark: What's going on, Chloe?
Chloe: Jimmy's right.
I have been...
drawing a few blanks.
Chloe: Well, y-yeah.
But I've just been kind of using this
as Chloe Sullivan's crib sheet.
And whenever I forget someone --like, you know, my fiancé --
I come here to remind myself of how we're connected.
Clark: Chloe, listen to what you're saying.
You had to paste your entire life on these walls.
There's something seriously wrong with you.
Chloe: I still remember you.
And that's about all I remember.
I've forgotten almost everyone, Clark.
And I'm having to fake my feelings
more and more with people.
Pretty soon, there isn't gonna be any "I, Chloe." Just...
Clark: We both know what's happening to you.
Chloe: I'm being taken over by Brainiac.
[ Exhales heavy ]
Davis: Hey, Jimmy.
Jimmy: Uh, is that your RSVP?
Because there's a little thing called a stamp
that would have saved you a trip.
Um, look, I'm sorry.
I can't stick around, and Chloe's not here, so...
Davis: Yeah, I ran into her in the city.
Your name came up, and she acted kind of weird.
Is everything okay?
Jimmy: Yeah, sure.
No, it's just a little temporary detour
on our way down the aisle.
Davis: You really love her...
Like Sinatra said --
"She's all I long for, all I worship and adore."
You know what I mean?
Davis: [ Exhales sharply]
Yeah, I do.
Yeah. I do.
I-I'm just sorry that I-I won't be able to make it.
Well, you know, unlike some of my extended family,
I'm not gonna enjoy
putting your reply card in the "regrets" pile.
Davis: Oh, no, I'm sorry that I won't be there, but, uh...
could you do me a favor?
Would you mind just telling Chloe f
Jimmy: Yeah, yeah. No, that's -- that's no problem.
Davis: She's an amazing girl.
Take care of her.
[ Door closes ]
Jimmy: That's what I'm trying to do.
Clark: Brainiac's always got an objective.
Chloe, do you remember anything from this morning,
when you lost your last memory of Jimmy?
Chloe: Every time I try and think about someone that I've forgotten,
it's like this swarm
of Kryptonian symbols that I don't understand.
It's like times square times 100 in my head.
Clark: Brainiac is replacing your memories with Kryptonian data.
Chloe: Yeah, and this one keeps repeating itself
over and over again.
Clark: This is the symbol for doom.
Chloe: Do you think Brainiac is sending me a message?
Clark: Whatever he's doing, Chloe, we need to stop it.
Jor-El created Brainiac.
When Kara lost her memory, Jor-El restored it.
If I take the crystal to the arctic and rebuild the fortress,
Jor-El might be able to help you, too.
Chloe: Or he could strip you of your powers
or drop an ice castle on you.
Clark: It doesn't
matter, Chloe. I have to do this.
Chloe: And I have to be honest with you, Clark.
This is exactly why
I didn't tell you what was happening with me --
because I knew that you would just fly off
without thinking about any of the consequences.
Clark, last time you handled this crystal,
it zapped you to the Phantom Zone.
Now, for all we know, Lex could have sent this to you.
I mean, he could still be trying to control you
from wherever he is.
Clark: Chloe, none of this would have happened
if you hadn't tried to protect me.
Everyone who knows about my secret,
I've watched them either go away or die --
my dad, Pete...
Lana, Lionel, even Lex.
Chloe, I'm not gonna let my secret destroy your life, too.
Chloe: The night that I saw you catch that car with your bare hands,
it changed my life --for the better.
Clark, thanks to you,
I've actually made an impact on the world.
I wouldn't trade that for anything.
[ Electricity crackles ]
[ Tires screech, engine revs ]
Chloe: Clark, get out of the way.
Oh, my God.
[ Echoing ]
[ Normal voice ]
Clark: Chloe, snap out of it.
[ Exhales sharply]
Clark: You okay?
My head just feels like a volleyball
at the Summer Olympics.
Clark: You blacked out again.
Come on. Let's sit down.
Did you lose another memory?
Chloe: No, I think you snapped me out of it
before anything completely disappeared.
I guess the more I think about someone,
the more my memory gives them a complete mental makeover.
Clark: Before you trailed off, you were talking about
the first time you saw me use my abilities.
As in your ability to look both ways
before you cross the street?
Clark, all I remember
is hiding behind some construction equipment
and watching you stand in the middle of the road.
Clark: You don't remember an out-of-control car?
Chloe: Were you hit by a car that night?
Oh, God. I'm starting to lose things about you, too, now.
Clark: Do you remember the name Kal-El?
Chloe: Should I?
Clark: W-what about Krypton or Brainiac?
People used to call me that when I was a kid.
What? I'm forgetting something important now.
What don't I remember?
this isn't gonna stop.
I'm losing everything.
Clark: Chloe, it's gonna be okay.
But I need you to trust me.
I know someone who can help us,
but you need to
stay here and relax, and I'll go talk to them.
Chloe: No, Clark. Don't go. Please, don't leave me.
What if I forget all about you while you're gone?
Clark: Here. Maybe this will help.
I'm not gonna let anything happen to you, Chloe.
[ Air whooshes ]
Chloe: [ Sighs ]
[ Footsteps approach ]
Jimmy: Hey. Chloe.
It's me. It's...Jimmy.
I brought some more pictures of us,
in case you still couldn't...
place my face.
Chloe: [ Chuckling ] Hey, Jimmy. I remember who you are.
Jimmy: [ Chuckles softly ]
You recognize me?
Chloe: Sorry about the attack of the Bridezilla this morning.
I thought that I'd really lost you.
You're not feeling the love, are you?
Chloe: The truth is, I'm not really feeling much of anything
for anyone these days.
It's like a bunch of random Facebook profiles.
I mean, Clark is one of the few friends
that I actually have memories of still.
Jimmy: I figured you would have forgot something about him
before you lost all your
memories about the guy you're about to marry.
But the most important thing
is that you don't have total amnesia.
Jimmy: Chloe, you need to see a doctor.
I made an appointment for you this afternoon
with one of the best neurologists in Metropolis.
Chloe: Clark told me to
wait here for him while he went to get help.
No, I-I don't know why he left you here alone,
but we're gonna get you some real help.
Chloe: He said to trust him.
They can't remind you of emotions,
but they don't lie, either.
Look at these.
There was a time
when you trusted me enough to marry me.
Trust me now.
Jor-El: Welcome home, my son.
I wanted to see it that way, Jor-El.
I wanted to learn more about my family, about my destiny.
And then you tore it all away.
Jor-El: I programmed the fortress
to remove your powers and self-destruct
if you became a danger to the planet.
Clark: When you sent me here,
you had no way of knowing how I would use my abilities.
You trusted me.
When I betrayed that trust,
you were willing to sacrifice your only son
to save this planet.
But now I know what it truly means to protect people,
not just my family and friends.
Jor-El: You've made great progress, my son.
Clark: One thing needs to change.
You call me your son,
but you treat me like your enemy.
I think it's time you stop punishing me
and start trusting me again.
Jor-El: You've grown up, Kal-El.
Your trials have matured you.
Clark: My trials are not over, Jor-El. Brainiac was not destroyed.
He managed to infect one of my fr
and now he's taking her over.
I need your help.
Jor-El: I can translate the Kryptonian code
corrupting your friend's mind
back into human memories;
however, the being you call "Brainiac"
is highly unpredictable.
It poses a tremendous threat to all of us.
There is no way of knowing what the outcome will be.
Are you willing to take that risk?
[ Siren chirping ]
Chloe: Got any advice for an MRI rookie?
It won't take long.
Your best bet --just close your eyes
and think of a place that makes you happy. All right.
[ Machine humming ]
[ Electronic pinging ]
[ Electricity crackles ]
Chloe: Wow. Sweet setup, Clark.
Spend your nights spying on any unsuspecting neighbors?
Clark: No, I like...looking at the stars.
[ Birds chirping ]
Chloe: I guess you truly are a gentleman farmer.
Emerson and Thoreau have nothing on you.
I spend way too much of my time reading.
Clark: Actually...I love reading.
I don't have that much time to make a lot of friends.
My dad keeps me pretty busy with chores.
Chloe: My mom left me when I was really young.
After that...I was afraid to make friends
because...I just thought they'd all end up leaving, too.
So I buried my nose in books.
Although, I think I lost one of my favorites when we moved --
"Tales of the Weird & Unexplained."
Something tells me I won't find much
of the weird or unexplained here,
in Norman Rockwell's neighborhood.
[ Air whooshes ]
Clark: Smallville's more than just dairy cows.
We have a pretty good public library.
What was that for?
Chloe: I know you've been thinking about it all day.
So I figured we'd just get it out of the way
and be friends.
[ Electricity crackling ]
Chloe: Oh, no. It's happening again.
I have to get you out of here and into another memory!
[ Indistinct shout]
Chloe: Dark Thursday.
Clark: What's happening? All the streetlights are out.
Come with me!
Chloe: I can't lose you, Clark.
Clark: Chloe, I'll never leave you.
[ Crackling intensifies ]
[ Crackling stops ]
Davis: Hey, Chloe.
[ Crackling resumes ]
[ Rapid beeping ]
Ms. Sullivan, are you okay?
Technician: I don't know.
Her brain waves spiked as soon as she went in,
and then the machine went haywire.
Chloe: What's going on? Where am I?
Technician: You're in the hospital. You don't remember?
Chloe: I don't remember anything but Davis.
I have to find Davis.
Davis: Hey, Chloe.
Chloe: Oh, my God. Thank God I found you.
Davis: You might want to loosen that up.
I don't tie tourniquets this tight.
Chloe: I'm in trouble, Davis. I need your help.
Davis: Are you okay?
Chloe: No. I'm nowhere near okay. I'm completely lost.
I don't even know
my own zip code or who my parents are.
I can't remember anything but my own name and you.
Davis: Okay. Just relax and breathe.
Were you in an accident?
Chloe: I don't know.
I don't think so. No.
No, 10 fingers, 10 toes, and I'm not in any pain.
I just --my memory's M.I.A.
Davis: Yeah, but how would you know who I am?
Chloe: I don't know. I just do. But you're the only one.
It's like you've become my entire world.
Davis: Listen, Chloe, we should call your friends.
Chloe: No, no, no! I can't remember any of my friends!
Davis, I don't trust anyone but you!
I'm so scared. What's happening to me?
Davis: Don't worry, Chloe.
You're safe now.
Chloe: [ Sighs ] Thank you.
Davis: It's like I said this morning --
I will always, always be there for you.
[ Whimpers, exhales sharply ]
Jimmy: Lawyer? No, you're not gonna be hearing from any lawyer.
You're gonna hear from an entire law firm.
Clark: Jimmy, where's Chloe?
Jimmy: I took her to Met General to get an MRI,
but the hospital lost her.
She ran away as soon
as they pulled her out of the machine.
Clark: Why did you take her out of the barn?
Jimmy: More importantly, why did you leave her alone
when her memory was shedding pounds by the minute, Clark?
Clark: I went to go talk to someone who could help.
Chloe was in no condition to make the trip.
I should never have let her out of my sight.
You did everything you could to help her.
Don't beat yourself up over something you can't control.
Jimmy: She could be wandering the streets right now
with no idea who she is or where she's from.
What if we don't find her?
Clark: We will find her -- if we work together. Look, I need you
to call Metropolis P.D. and ask for John Jones.
He'll get the word out.
In the meantime, I 'm gonna go to Metropolis
and start searching the streets.
Chloe: I think that they're closed.
You don't recognize me, do you?
Listen, it's okay.
You live here, upstairs. It's your apartment.
Chloe: Why did you bring me here?
You promised me I could stay with you.
Davis: Chloe, it's okay. Clark is one of your best friends.
Chloe: But I only remember you.
It's okay. You're safe. Trust me.
Jimmy: Clark, I thought that I heard --
I am so glad to see you.
Chloe: I don't know who you are.
This is Jimmy. He's your fiancé.
Chloe: Just stay away from me. Ohh.
What did you just do to her?
Davis: She has full-blown amnesia.
I-I thought she was gonna run again.
I brought a sedative just in case.
Any idea why she remembers you?
Davis: No, but lucky for us, she did.
When she found me, she was scared out of her mind.
I thought if she saw you, it would jump-start her memory.
Thank you for bringing her home.
Davis: It's no problem. This is where she belongs.
Looks like she's in good hands.
Call me if you need me.
Jimmy: We need to get her to Smallville Med.
Clark: You're right. I'll take her
to the car if you want to grab some of her stuff.
I'll meet you out back.
[ Air whooshes ]
Time is of the essence, Kal-El.
Clark: Chloe never would have gotten hurt
if she wasn't trying to protect me.
Jor-El: I tried to warn you
of the danger in sharing your true identity.
Clark: Now that I'm taking more risks...
...it's even more dangerous for her.
Chloe deserves a life free from the burden of my secret.
When you restore her memory,
I don't want her to remember a anything about Krypton...
or my abilities.
Jor-El: I know this choice is not easy for you, my son,
but it will be done.
Clark: You've been the best friend and ally
I could have had, Chloe.
The truth is, you've saved me more
than I ever could have saved you.
I'm sorry to go back to hiding the truth from you.
But the best way that I know to protect you
is to let you go.
[ Ringing and humming ]
[ Liquid trickling ]
Chloe: Jimmy, I'm impressed.
Chloe: You managed to balance out singles, couples, and families
while keeping all of the exes at different tables
and still keeping the kids' table away from the cake.
You truly are the Zen Master of seating charts.
Jimmy: More the master of musical chairs.
But now that this is over, I don't want to see, sit,
or stand on another chair for a good long while.
Chloe: Well, then let's just live on the couch.
[ Chuckles ] What?
Jimmy: You're amazing.
You had about the fastest spontaneous recovery in history.
Chloe: Yeah, I don't know exactly what I did.
I mean, one minute, I'm standing in The Talon,
not recognizing you or Clark,
and then suddenly, I feel a sharp sting of a needle,
and the next thing I know, I wake up in the hospital,
happy to see you both right by my side.
Jimmy: I wonder if Davis' knockout punch
had anything to do with it.
: It definitely was a miracle, plain and simple.
Chloe: Clark Kent -- the best-looking best man in town.
Second only to my gorgeous groom, of course.
: I'm just glad the bride is safe. Everything's back to the way it used to be.
Chloe: Oh, wow!
I got to get to Metropolis
to drop off our check to the florist before they close.
I'll make a run to the city for you.
Chloe: Are you kidding me?
That's like a two-hour trip, and you drive like an old lady.
Jimmy: Are you sure you're feeling up to it?
Because I really don't mind coming along.
Chloe: I'm perfectly fine stopping and smelling the roses on my own.
Besides, there's a whole bunch of folding tables
he needs to set up at the farm, and I, uh, seriously doubt
that Clark can carry all of them by himself.
[ Chuckles softy ]
[ Sighs ]
Chloe: Hey, you! You sneaking up on me?
Don't have any hypodermic needles up your sleeves, do you?
Davis: Oh, no, no. Not a needle in sight.
I'm sorry that I had to do that to you.
Chloe: Are you kidding me?
If you hadn't hit me with your best shot,
I never would have gone with Clark and Jimmy.
Oh, by the way,
I heard you're not gonna be able to make it to my wedding.
I'm really gonna miss you being there.
Davis: Chloe, I-I lied.
They don't need me at the hospital that day.
Chloe: Please tell me that this
isn't because of all the drama I put you through.
You know that I wasn't in my right mind.
Davis: No, no. It's not you.
There's a lot in my
life that I
don't understand right now,
but the one thing that I'm sure of...
is how I feel about you.
I-I can't go to your wedding, Chloe,
because I can't watch you marry the wrong man.
Chloe: Okay, Davis, you need to slow down
and put your ambulance in reverse.
I'll admit that
when we first met, there was an attraction.
I mean, you're kind and you save people's lives
and you look great in a uniform,
so of course I'm gonna like you.
But I love Jimmy.
Davis: Do you? Do you really?
I tried to be the bigger man.
That's why I brought you back to him,
even though all I wanted to do was take care of you myself.
But then I thought about it.
When you forgot about everyone else in your life,
who did you come to for help?
Not Jimmy. Not even your best friend, Clark.
It was me.
You came to me.
Chloe: Davis, I --
Davis: There is some sort of connection between us, Chloe,
and I know that you feel it, too.
Chloe: Okay, stop.
Um, Davis, this connection -- it was...
it was never this.
Davis: [ Exhales sharply ]
But I am not ready to let you go.
I will wait for as long as it takes.
You know where to find me.
[ Wind howling ]
I've come here to thank you for what you've done.
Chloe's a lot safer
now that she doesn't remember the truth about me.
I guess I'm just starting to realize
how much I actually lost.
You made a difficult choice.
am proud of you,
But something else is troubling you.
Clark: I know that we defeated Brainiac,
but we may have another problem.
When Chloe was losing her memory,
she kept seeing the Kryptonian symbol for doom in her mind.
Jor-El: The symbol for doom signifies the ultimate destroyer. The ultimate destroyer is a
bred for a single purpose --
It adapts and evolves to any attack.
It is virtually unstoppable.
And it appears it has made its way to Earth.
Clark: So Brainiac was trying to contact this thing,
using Chloe as a vessel.
Jor-El: If that is true,
then it is likely the creature will find her soon.
Clark: I don't care how powerful it is.
I'll take it on, like I have everything else.
Jor-El: I am here for you as well, my son.
Clark: Thank you...
[ Air whooshes ]
Jor-El: My son?
Brainiac: Your son is destined to fail.
Soon, a new age will dawn on Earth --
an age of power and strength...
and the fall of the House of El. Doomsday is coming.
Main photo from
Back to Smallville Transcripts
Back to the Main Smallville Page