The CW's Official Description:

CHLOE ASKS CLARK ABOUT HIS SECRET - When Chloe (Allison Mack) accidentally inhales a mysterious krypto-gas, she discovers it acts as a truth serum to anyone who comes in contact with her and decides to take advantage of her new power by going to the Kents (John Schneider, Annette O’Toole) to find out Clark’s (Tom Welling) secret. However, her new power comes with fatal consequences and Clark must find an antidote before she discovers the truth about him or worse, dies.

Detailed Description:

By Nadine

On a dark, wet, foggy night a man, Jack Cole gets out of a LuthorCorp vehicle at his house, and turns around to notice a car drive in behind him. Out steps Chloe Sullivan (Allison Mack). Jack comments, "What a surprise, I haven't seen you since..". Chloe cuts in, "since my dad was fired from his job at the plant." After Jack reassures Chloe he'll get another job, Chloe tells him them that her father has sent out dozens of resumes, to no avail. She believes that somebody is sabotaging his chances of a new career. Jack affirms, "Chloe, you know I'd do anything for Gabe [Sullivan] (Robert Wisden), but, um, Lex is opening some projects none of us want anything to do with. Trust me, your dad would be better off to put LuthorCorp far behind him," and walks away into his house. As Chloe is walking back to her car, she gives a decisive look to Jack's LuthorCorp security card that is hanging in his car.

As a security vehicle is driving around LuthorCorp, Chloe, dressed in black, runs across through the shadows behind him. She uses Jack’s security card to gain access through a door. In a lab, she waits for several scientists to pass before sprinting from hiding spaces to a sealed lab, labeled ‘lab 3‘. After scanning the room, she sneaks towards a box with a blue tarp on it. After pulling up the tarp, a dog lunges at her from the cage under it. Chloe jumps back, and accidentally hits a button behind her on a control panel. A gauge rockets up, the lab doors slam shut, and emergency lights flash. A mysterious green gas comes out from vents in the ceiling, and Chloe gasps and coughs, until she finally passes out on the floor.

Several scientists are scurrying around, and one man picks up the phone demanding for a decontamination crew, and after noticing somebody in the lab, a security team also. Chloe gets up perfectly fine as the gas stops, and hides in the corner as the gas-masked scientists run in. She bolts out the door and down the main lab, but a man in a security uniform yells, “There she is!” Chloe is running down a hallway from a group of men yelling at her, until a security vehicle comes from the other end of the hallway. She makes a quick escape out a door to a garage, and evades the men by rolling under a closing garage door just in time. She runs as fast as possible out onto the grounds.

On a sunny morning at Smallville High, Clark Kent (Tom Welling) is running after Chloe down the stairs until he finally catches her at the bottom. Chloe inquires if Clark has finished his Torch story on the teacher of the year, Mrs. Taylor. Clark claims that he left a message, but didn’t hear back from her. “Clark,” Chloe responds agitated, “Okay Clark, I understand that Mrs. Taylor is like Fort Knox when it comes to her private life, but journalism isn’t about sitting back and waiting for someone to hand you the truth. Sometimes you have to actually work for it,” after noticing Mrs. Taylor walking down the hall towards them, she continues,” and sometimes timing is everything. Now go Clark, and remember that ‘no-comment’ is not an option.” Clark confronts Mrs. Taylor about an interview, but she utters that she is really busy. Chloe strides up and asks Mrs. Taylor about the 10 minutes before Lit Class. A strange green spore comes out of Chloe’s mouth and after inhaling it, Mrs. Taylor reveals, “No, I’m printing a pop quiz, because I watched TV instead of prepping for class.” She gives a look of confusion and staggers off. Chloe states her confusion.

At the Torch, Pete Ross (Sam Jones III) is packing his books into his back-pack when Clark walks in asking if they’re still getting together that night. As Chloe walks in writing notes on a pad, Pete confirms and says he’ll be there for ’tip-off’. Clark tells Chloe that because Pete’s supplying the big screen, that he’s got dinner. Chloe wonders out loud about Clark in the kitchen but Pete responds, “Clark’s gonna run to Metropolis to get us some Shark dogs from the stadium.” Clark looks stunned and Chloe questions about a 6 hour car drive for a couple of hot dogs. Pete continues, “Well when Clark goes supersonic, he can make the round trip in 10 minutes.” Clark assures Chloe he’s just joking, while he gives an betrayed look to Pete, while Pete has a look of disbelief for what he just said. Clark grits through his teeth, “Come on Pete, lets get to class.” Out in the hallway, he gives a negative tone, “What was that?!” Pete remarks that he had this urge to tell Chloe the truth. Clark threatens, “Well next time you get the urge to open up, don’t” He walks off.

At Lionel Luthor’s (John Glover) office, Lex Luthor (Michael Rosenbaum) strolls in asking, “Which of your obsessive-compulsive fixations is behind today’s summons?” Lionel inquires about an incident at the Smallville plant, but Lex confirms that it was just a false alarm. Despite Lionel’s claims, Lex continues with the same story. Lionel states that Lex is trying to deliberately concealing things from him, but Lex just replies into his father‘s ear, “We all have our secrets.”

Lex gets into his car, breathing heavily, and looks around before he undoes his shirt. He pulls out a concealed microphone taped to his chest, sets it beside him and starts his car.

At the Kent Farm, Martha Kent (Annette O’Toole) walks in with groceries on Chloe and Clark discussing Mrs. Taylor. Clark leaves to grab the rest of the groceries. Chloe asks how Mr. Kent (John Schneider) is feeling. Martha replies, “It's been really difficult. He's depressed and angry. I worry that when he comes out of this, he won't be the same man I married.” Chloe expresses her sympathy and asks how Clark is handling it, so Martha continues, “Of course, he feels responsible for Jonathan's condition.” She explains further, “It's not, it's his biological father. He's the one who drove Clark to Metropolis last summer.” Clark walks in and interrupts angrily, questioning about the groceries. Martha is stunned. Chloe questions about Clark’s biological father, but Clark says that it was meant figuratively, coming to grips with the fact his real parents never wanted him. Clark hands Chloe her books and she confusingly says goodbye. Clark closes the door behind her, and turns around to his mother who doesn’t know what happened and can’t believe what she just said. Clark assures her it’s alright, and explains that he thinks something’s happened to Chloe.

At the Talon, Lana (Kristin Kreuk) is looking at a Paris Art’s School brochure, which she quickly shoves aside as Clark walks in. They make-up for their last conversation ("Legacy"), and Clark questions Lana if she’s noticed anything different about Chloe. Lana turns around a little shaken, and mentions, “this guy called for her yesterday when she was out, an old coworker of her dads. He was wondering if she’d taken his security card. He said that whoever stole it broke into a lab at the plant two nights ago.” Clark silently pieces together the information.

At Smallville High School, Chloe walks up to Mrs. Taylor and her son, William, with a notepad. She apologizes fro surprising them, but explains that she reallyneeds to get the interview done. Mrs. Taylor only agrees to get Chloe to let her off the hook. Chloe interview starts with, “What do you like about teaching?” and then, “Any downsides?” Mrs. Taylor spiels, “Always having to hide the truth.” Chloe asks what she is implying. Mrs. Taylor discloses, “That Mrs. Taylor doesn't exist. My real name is Mary-Anne Lewis, and I've been running from my past since 1972.” Chloe questions further as she frantically writes it all down.. William looks worried and confused, as ‘Mrs. Taylor’ continues, “I was part of a radical group. We planted explosives outside a bank in Seattle. We were just trying to make a statement, but one of the guards came in early, and when the bomb went off…” Chloe looks upon her in disbelief, “You’re saying you’re wanted for murder?” Mrs. Taylor stutters, “I... I just drove the car. I swear, I-I never meant for anyone to die.” William shoves Chloe away and tells her to leave them alone as he takes his mother up to the school. Chloe grins.

At Smallville High, Chloe walks down the hall grinning as everybody around her gives her angry, disgusted looks as they read the Torch with the headline “Exclusive: Beloved teacher or fugitive murderer?” with a picture of Mrs. Taylor on the cover. Clark appears and congratulates her on ticking off the entire school in 24 hours. Chloe shoves it off, “Well, you don't earn your press pass by making friends.” She is glad that she uncovered a murder. Clark confronts her, “with your new ability.” Chloe continues smiling through Clark’s accusations of her breaking into the lab, and says her ability is not a joke, but Chloe announces that it’s every reporter’s dream. As they walk down the hall, Chloe stops a girl, Rebecca, and interrogates her on how she passed an un-passable test. Rebecca admits she cheated. Chloe then stops a cheerleader, Mindy, and asks if anything bothers her, even though she’s always so upbeat. Mindy says flat-out, “Do you have any idea how hard it is to cheer for a losing team?” All the football players ask her what she’s talking about. Chloe then stops a quarterback, asking, “Doug, if you could take anyone to the prom, who would you take?” Doug declares that he would take ‘Fitz’. Chloe responds, “Thomas Fitzpatrick, the quarterback? Wow! I didn't expect that one!” Doug walks up to Chloe, but Clark walks between them explaining that it’s off the record. Chloe expresses her awe for her new ability, and discovers that she could ‘crack the mystery that is Clark Kent’. Chloe stops and asks Clark what he’s been hiding, Clark looks hurt. “I can't believe you just asked me that.” Chloe looks dazed, “And you didn't answer. Everyone else would have. What are you so afraid of Clark? That I'll get behind that armor and finally uncover your secret?” Clark looks seriously at Chloe and doesn’t respond.

At a lab labeled “Secured Area”, Clark is looking through a file cabinet until he finds a file named ‘Levitas’. He picks it up to check the name, then places it back. Lex walks in, “Clark. Last time I checked this area is restricted.” Clark insists that the door outside was unlocked, but Lex says it looked broken. Clark tells Lex about a friend that broke into the lab, and repeats that he didn’t tell Lex because last time their conversation was hand-delivered to the FBI. Lex states that the FBI are after his father, not the Kents, and says that his ‘friend’ should get help because of the un-gauged side-effects of the experiment, and explains that it’s hard for him to help if unless he knows who it is.

Chloe walks into the Talon, into William who is yelling, “How could you print this? Thanks to you, my mom had to go into hiding. The police are looking for her.” Chloe just insists that she can’t be held responsible for just printing the truth. William walks up to her, “You ruined my life.” He walks out of the Talon, and all the other customers follow him. Chloe asks Lana, “ Is it just me, or did I completely clear out the lunch crowd?‘ Lana looks startled as everyone leaves, “No. It was you. Ever since you’ve turned the Torch into your own personal gossip column, no one can stand being around you.” Chloe says nervously, “Yeah well… at least you’re still talking to me right?” Lana blatantly replies, “For now.” as she walks back to the front. Chloe looks confused, “What’s that all about?” Lana reveals, “I applied to the Paris School of the Arts. They have a full-time high school program and if I get accepted, I start in the summer.” Lana is shocked at her own actions, and continues when Chloe asks about it, “I've been thinking about it for a while now. Everyone has their families, you know, and… I'm not sure where I fit in.” Chloe just expresses her confusion, and Lana just describes how everyone thinks she’s driven and self-involved. “I just can't wait to get out of here and go somewhere where people don't judge me.” Chloe asks why Lana hasn’t told her about all of it, and Lana hurtfully says, “Because I couldn’t trust you.” Chloe looks struck with agony as she turns around and runs out.

At Lex’s office, Lex is confronting Chloe about her break-in at the LuthorCorp lab, and then says that he wants Chloe to use her gift and find out anything she can from Lionel. Chloe demands to know why she should help him, when her father can‘t get a job because of him. Lex admits that his father gave that order. Chloe asks, “Why do you keep doing this to yourself? Why can’t you just walk away from your father?” Lex shamefully admits, “because he won’t give me the only thing I’ve ever wanted from him… I want him to love me.”

At the hospital, Pete walks up to Clark with a camera for the ‘big story that Chloe told him about‘. Clark admits that he made it up to get Chloe to the hospital, because of the dangerous effects of the ‘truth gas’. Pete agrees he should leave before the human lie detector shows up. He gets in the elevator, and jumps back because already in there. He attempts to get out, but she stands in the way. Clark stops the door from closing and interrupts them. She questions Pete about “the big secret”. Pete leans over and kisses her, “I'm in love with you, Chloe. I've been waiting to do that ever since the first day that I met you.” He further explains that he knew how she felt about Clark, so he never saw the point in telling her. The elevator doors open and he runs out embarrassed and advises, “Chloe, listen. If Clark's right and there something wrong with you, then take care of it, please.” While Pete walks away, and Chloe suddenly collapses with pain from a major headache. Clark calls for help and watches them take Chloe away on a wheelchair.

At the Torch, Clark is looking through Chloe’s computer for a story about Levitas she was researching. He’s telling Pete about a man, General Jonah Doyle, that claims he was part of the first test five years ago, and that it’s their only lead. Pete also tells Clark that he never had a chance with Chloe because he was always standing next to Clark, in his shadow.

At Smallville hospital, Chloe is checking the messages on her cell phone, when Lionel Luthor walks in. She holds the phone behind her back, and asks Lionel if he blacklisted her father. He proclaims, “You're damn right I blacklisted him. He'll be lucky to find a job as a dishwasher.” He then threatens her. She presses a button on her cell phone. She asks, “Did you order Morgan Edge to kill your parents?” He replies instantly, “Of course I did, for their life insurance. I needed that money to start my company. Oh... I'm sorry you asked me that question, Miss Sullivan. That's very dangerous information for you to have. Why did you ask me that?” She shrugs it off, saying it’s not important. She holds up her cell phone and slyly says, “This is.” It repeats Lionel’s confession back to him. She demands he hires her father back, and heads out the door. Lionel stops her and convinces her to ask Clark’s parents, “Where did Clark Kent come from?” Chloe says nothing, and stares at Lionel, worried.

At an old garage, Clark walks in looking around. A man, Jonah Doyle holds a gun to his head, asking why he’s there and if it‘s for Lionel Luthor. Clark explains about Chloe’s condition, and if there’s anything he can do. Jonah explains that they were trying to create the ultimate interrogator, and that they stopped because of safety issues. Jonah informs Clark that if Chloe’s already having headaches, that she’ll be dead by morning. After a plea for help, Jonah goes to a fridge and gives Clark a huge syringe filled with yellow liquid to counter-act Levitas, although it was never tested. He instructs Clark to hit her with a full dose right in the heart. Clark stares at the syringe in wonderment.

At the hospital, Clark tells a nurse he’s looking for Chloe Sullivan, the nurse replies that they are too, because she left without being officially discharged. Clark sees Lionel down the hall. He interrogates him about his involvement with the Levitas project, but Lionel insists they shut it down. Clark keeps asking questions about whether or not Lionel got Chloe to get answers about him. Lionel remarks, “Whatever I ask her to do Clark, is in search of the truth.” Clark says emotionally, “she might die, you couldn’t care less.” He walks away down the hall a bit, and dials a phone number on his cell phone.

Chloe is driving down the road, swerving left and right a bit, because she is grasping her head from another headache. Her cell phone rings, after she picks up Clark tells Chloe that Levitas is fatal and she needs to get back to the hospital. She thinks he’s making it up so stop her, but Clark doesn’t even know where she’s going. Chloe snaps, “Clark, do you know what it’s like to look at your best friend everyday and know that he is lying to you? I can’t do this anymore!” Chloe grabs her head again, as a truck drives up beside her. At a bridge, the truck speeds ahead, swerves around in a U-turn, and speeds directly at the front of Chloe’s car. She freaks out, barely in time, and crashes into the side of the bridge. Her car is slightly off the side, unstable on the ledge. Clark is listening to all of this, and yells for Chloe in his cell phone. The truck drives up behind Chloe and rams into the rear of her car slowly pushing her off the bridge. William Taylor leans out the window, “I warned you to leave us alone! My mother doesn't deserve to be in jail!” He prepares to push her again as Chloe quickly tells Clarke where she is. After hearing the location, Clark super-speeds away.

William jams on the gas, heading straight for Chloe as the last support holding her up breaks away. The car begins to tip up as Chloe tries to open her door, with no luck. She looks back at William one last time before her vision blurs as she passes out. Right before William is about to finally push Chloe off the bridge, Clark super-speeds up and grabs the back of William’s truck, which jerks William unconscious. He quickly grabs Chloe’s car, just in time to pull it up to safety. He quickly rips Chloe’s seatbelt off, pulls her out and lays her on the road. She is still unconscious as Clark opens her shirt and pushes the syringe into her chest. After a second, Chloe opens her eyes and gasps for air as she sits up. Clark reassures her that everything will be okay.

In Lionel Luthor’s office, Lionel is finishing up a telephone conversation saying, “No, that’s it. No need to call back.” As he hangs up, Lex enters, and Lionel tells him that he should be more careful and that when he wants to reactivate any of Lionel’s old projects, to ask. Lex retaliates, “If you made more of an effort to keep me informed, I wouldn’t have to resort to subterfuge!” Lionel questions why Lex would an unstable drug to learn the truth, but Lex defends himself saying, “I guess the truth has never really held much merit for you.” Lionel gets frustrated and asks, “Now tell me dammit, what is it you want from me?” Lex calmly insists, “It doesn’t really matter Dad, I’m never gonna get it,” and walks out.

At Clark’s loft, he is studying when Chloe walks in proudly stating that whatever Clark gave her, took all the Levitas out of her system and kick-started her heart. She also reveals that she was coming to the Kent Farm to ask Martha and Jonathon all the questions that Clark would never answer. She gives a heartfelt apology and worries, “I'm just afraid that one day I'm gonna push too hard, and I'm not gonna get the chance to say I'm sorry.” Clark smiles and assures her, “Today’s not that day.”

Clark walks into the Talon, saying to Lana that he hasn’t received many messages from her lately. She quietly hands him a brochure for the Paris School of the Arts. Clark doesn’t understand, so Lana explains, “I’m leaving.“ She confides in Clark that she needs a fresh start, and she cannot be happy wondering if there’s something else out there other than Smallville. Clark searches for words, but can only ask why she never told him earlier. She expresses, “Because I... I didn't want anyone to talk me out of it. And the truth is, I knew you were the only person that could. They have an awkward look for each other, until Lana nervously turns away.

Late at night, Chloe sits down in front of her computer at the Torch, dials her voice mail on the phone next to her, gives the password, and checks the one new message that it has. Lionel’s voice comes on, “Hello Miss Sullivan, it’s only me,” Chloe face instantly drops, “Um, oh no need to look for that conversation we had earlier. That’s gone. And uh, that’s it. No need to call back.” The computerized voice says, “You have no more messages” Chloe sits staring blankly and motionless as a worried, terrified expression appears on her face.

Notes:

John Schneider doesn't appear in this episode, probably because of the extra burden of his directorial duties on 'Talisman' two episodes down the road.

Lionel still has the relatively fresh cut on his cheek he received from his fight with Jonathan an episode earlier.

Chloe mentions Clark's "baby blues". Traditionally, Superman does indeed have blue eyes; Tom Welling does not.

Clark said it's hard to be scarce in Smallville. It's got a population of 45,000, for Pete's sake. Folks who live in towns half that size can avoid people they don't want to see.

What time of the year is it in Smallville? There are football posters up, and the school jocks seem like the current football team. But...the series typically corresponds to real time and we've seen winter earlier this season. And you usually do "Teacher of the Year interviews" in the spring. And Clark and Pete are watching basketball. So shouldn't it be into the spring and well past football season?

Apparently LuthorCorp is about as well-guarded as Lex's mansion. A stolen key card is all you need to get into a secret lab at a multi-million-dollar corporate facility? No security cameras either.

Shouldn't the project Chloe found have been called 'Veritas' (Latin for truth) rather than 'Levitas' (Latin for lightness; restlessness; mildness; fickleness; shallowness)?

How did Clark know exactly where to go at the gigantic LuthorCorp plant where Chloe had been exposed to the gas? It did not show Chloe telling him. Even if she did, the place is so large that it would seem like she would have to bring him there to the exact place or else Clark would have to know the place extremely well. How is it that Lex happens to be there, alone in the lab, when Clark is there? We know Lex was testing the gas. But why would he need to be in the lab, especially after they shut the project down due to the break-in?

Chloe doesn't even ask how her car got pulled off the edge of the bridge with no tow truck present.

Chloe is driving her father's car. This makes a little sense at the beginning at night if she had to sell her old VW bug to cover expenses. But she's driving it later during the day. With Mr. Sullivan out of work, how the heck does he look for work when letting his daughter drive his car around just to go to school and stuff?

Clark puts the needle in Chloe's chest and when she wakes up you can see the mark it makes, but in the next scene it is gone.

When Chloe confronts William and his mother and she confesses, before she does so Chloe asks her son if he thinks his mom being a teacher is cool, and he basically says yes. He's being compelled to tell the truth by Chloe's power - William must be the only kid in the world who thinks having his mom as a teacher at his school is "cool." ;)

Chloe's power is...rather variable. Sometimes she asks someone a simple question and they answer it truthfully but go on for several minutes, expanding on the answer. Mrs. Barber is asked "Does that work for you?" and goes on for about a minute saying much more then the simple truth ("No!"). When Lana seems unhappy about Chloe's new power, Chloe simply asks her "What's that about?" and Lana goes on about Paris - that really has nothing to do with the question. But when Chloe asks Rebecca and Mindy in the hallway, they give very short answers. And Pete feels so compelled to be "truthful" that he kisses Chloe to truthfully show her how he feels. But she asks Lionel "Exactly what do you want to know?" (my emphasis) and he gives a brief answer about Clark - you'd think he'd want to know about the disease cure, the key and its origins, what Swann's up to, etc.

Chloe has been leaving a trail of truth-telling behind her - why on earth would Lionel confront her in person?

Gabe's friend from LuthorCorp calls Chloe and gets Lana. He then tells Lana a lot of information for someone he doesn't know at all.

Clark seems to put a great deal of effort into driving the needle into Chloe's chest. Why? He has super strength and the efficacy of the drug injection isn't determined by how hard you drive in the needle - note that Clark pushes the plunger in after he sticks the needle in. Maybe Clark's been watching 'Pulp Fiction' once too often.

Why doesn't Clark just...well, lie when Chloe asks him what he's hiding? Say he's bisexual, he cross-dresses, he has a compulsion to dress in plaid, something. Clark's pretty much figured out Chloe's "truth" power - he might not be good at thinking on his feet but he's had enough time he must have expected her to ask him something probing and have a few good "truths" ready to feed her. Instead, he blatantly ignores her power, which not surprisingly makes her even more suspicious of him. And it's not like Clark is adverse to lying to people to protect himself, his parents, or the people themselves.

Doyle said he was working on the antidote before the project was shut down. Lionel says that's been 6-7 years ago. How on earth is the serum still viable for use? There are very few substances that can last that long without proper care and that cooler wasn't even remotely sterile.

Why exactly were they experimenting on dogs? How exactly can dogs ask questions?

So Lana is just planning on going to Paris? She put a lot of work into making the Talon a successful business and it seems to be making a profit - now she's just leaving it behind for the summer?

When Pete says something to Chloe about Clark hitting supersonic, and he can make the round trip to Metropolis in about ten minutes, Clark acts like it's a joke. However, when Chloe finds out that people only can tell the truth to her, shouldn't she figure out that Pete was also telling the truth about that?

Does Lana even pretend to go to school any more? She's dealing with the "morning rush" in her first scene, but in the very next scene we see school getting out so it's clearly a weekday.

So as a self-involved American who doesn't want to be judged, Lana's going to...France? Good luck with that one. :)

Not only does Doyle seem way too young to be a general, but it's about impossible for a modern-day general to get "dishonorably discharged."

Ex-general Doyle seems awfully willing to just give Clark, a kid he's never met and only knows for about two minutes, the one existing sample of a potential cure for Levitas. How does he know Clark isn't a spy for Lionel?

When Clark is talking to Pete about telling Chloe too much, they're speaking about Chloe just two feet from the room she's in. Wouldn't she hear or eavesdrop according to her curious nature?

Chloe's voicemail password is 1234. Hmmmm... That's a difficult password to figure out!!

Pete says: "As long as you're on-line, you want to Ask Jeeves how long it takes to die of embarrassment?" He is referring to the website where you can do searches on a variety of topics and questions.

Chloe says: "Whatever you 'Pulp Fiction-ed' into my chest...". She is referring to the scene in the first "act" of the movie Pulp Fiction.

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Season Three: Exile - Phoenix - Extinction - Slumber - Perry - Relic - Magnetic - Shattered - Asylum - Whisper - Delete - Hereafter - Velocity - Obsession - Resurrection - Crisis - Legacy - Memoria - Talisman - Forsaken - Covenant

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