1
00:00:31,809 --> 00:00:33,904
Hi.

2
00:00:38,027 --> 00:00:40,610
What?

3
00:00:40,634 --> 00:00:43,932
I just want to
remember this moment.

4
00:00:45,147 --> 00:00:47,342
This should help.

5
00:00:58,989 --> 00:01:01,886
We should go somewhere.

6
00:01:02,498 --> 00:01:03,979
Why?

7
00:01:04,003 --> 00:01:06,586
I'm happy right here.

8
00:01:06,610 --> 00:01:10,008
No, I mean, we
should leave Smallville.

9
00:01:10,422 --> 00:01:13,820
We should go see the world, Lana...
All the places you've ever dreamed of.

10
00:01:16,239 --> 00:01:18,522
How about paris? We'll have
breakfast at the eiffel tower.

11
00:01:18,546 --> 00:01:20,126
Yeah, right.

12
00:01:20,150 --> 00:01:21,430
I'll fly you there myself.

13
00:01:21,454 --> 00:01:27,559
You have a lot of powers, Clark, but
last I heard, flying wasn't one of them.

14
00:01:29,478 --> 00:01:33,365
You make me feel like I can fly.

15
00:01:33,389 --> 00:01:35,672
I'd better go.

16
00:01:35,696 --> 00:01:39,595
I have a meeting
at the foundation.

17
00:01:41,212 --> 00:01:45,500
I tell you what... I'll make
us a special dinner...

18
00:01:45,524 --> 00:01:49,523
our very own paris.

19
00:01:56,957 --> 00:01:58,037
What a beautiful day.

20
00:01:58,061 --> 00:02:01,748
I almost forgot what
the sun looked like.

21
00:02:01,772 --> 00:02:08,378
The sun's got nothing on you.
Why don't you close those curtains?

22
00:02:13,206 --> 00:02:16,604
I guess I could spare
a few extra minutes.

23
00:02:24,840 --> 00:02:28,338
I love you, Clark Kent.

24
00:03:51,025 --> 00:03:52,997
Mr.Luthor.

25
00:03:53,021 --> 00:03:55,455
Ah, if you've come
to complain about my

26
00:03:55,467 --> 00:03:58,289
son's recent acquisition
of your newspaper...

27
00:03:58,313 --> 00:03:59,586
This isn't about the paper.

28
00:03:59,610 --> 00:04:02,593
It's about something
a little more personal...

29
00:04:03,904 --> 00:04:06,376
paternity.

30
00:04:06,400 --> 00:04:08,572
You know, I've dealt with
nuisances like this before,

31
00:04:08,596 --> 00:04:12,178
but from the editor
of the daily planet?

32
00:04:14,386 --> 00:04:16,459
I'm already late for my meeting.

33
00:04:16,483 --> 00:04:19,254
I admit I'm not above
embellishing a story,

34
00:04:19,278 --> 00:04:22,249
but I couldn't cook
up something like this.

35
00:04:22,273 --> 00:04:24,345
What if I told you the only
reason I'm standing here is

36
00:04:24,369 --> 00:04:28,051
because Lex Luthor
missed his baby brother?

37
00:04:42,839 --> 00:04:45,722
Pretty amazing, huh?

38
00:04:46,134 --> 00:04:50,303
Using dna from the cord
blood of your deceased son,

39
00:04:50,327 --> 00:04:53,111
Lex created a carbon copy.

40
00:04:57,614 --> 00:05:01,196
Call me Julian... Dad.

41
00:05:01,606 --> 00:05:04,179
Lex warned me not to see you.

42
00:05:04,203 --> 00:05:07,485
He thinks I'm risking
my life just standing here.

43
00:05:07,696 --> 00:05:13,074
But I'm in control of my life now,
and I plan to attack it head-on.

44
00:05:15,384 --> 00:05:18,966
A courageous point of view.

45
00:05:19,776 --> 00:05:23,646
If you've got a problem with
me, let's settle it right now.

46
00:05:23,670 --> 00:05:27,340
Problem?

47
00:05:27,364 --> 00:05:30,646
If you truly are my
flesh and blood...

48
00:05:34,552 --> 00:05:38,333
I'd like to get to
know you... son.

49
00:05:47,831 --> 00:05:50,118
Hey, beautiful.

50
00:05:50,828 --> 00:05:52,902
What'd you find?

51
00:05:52,926 --> 00:05:55,501
Another homeless man
was murdered today...

52
00:05:55,525 --> 00:05:59,010
Seventh in the last two weeks.

53
00:06:00,121 --> 00:06:01,795
The police think it
was a serial killer,

54
00:06:01,819 --> 00:06:06,192
but I think that we may have found
the Kryptonian computer you mentioned.

55
00:06:06,216 --> 00:06:11,387
Brainiac The brain
interactive construct.

56
00:06:11,411 --> 00:06:12,786
Why do you think it's him?

57
00:06:12,810 --> 00:06:15,384
From the victims'
coroner reports.

58
00:06:15,408 --> 00:06:18,281
All of the bodies were found
drained of their trace metals,

59
00:06:18,305 --> 00:06:21,590
just like that technician
from Lex's lab.

60
00:06:23,400 --> 00:06:27,872
Why do you think this thing
is killing random people?

61
00:06:27,896 --> 00:06:32,569
It must be regenerating, using the
trace metals from the human bodies.

62
00:06:32,593 --> 00:06:36,078
Clark, you have to stop it.

63
00:06:36,890 --> 00:06:39,463
The problem is, if it
doesn't want to be found,

64
00:06:39,487 --> 00:06:41,862
it can literally disappear
into the woodwork.

65
00:06:41,886 --> 00:06:44,872
I might be able
to help with that.

66
00:06:46,282 --> 00:06:51,154
All of the bodies were found
randomly scattered across the district,

67
00:06:51,178 --> 00:06:56,150
so I triangulated the attacks
to find a possible home base.

68
00:06:56,174 --> 00:06:58,548
Suicide slums.

69
00:06:58,572 --> 00:07:00,859
I'm impressed.

70
00:07:01,669 --> 00:07:05,553
Chloe's not the only one who knows
her way around a computer now.

71
00:07:06,265 --> 00:07:09,850
What would I do without you?

72
00:07:56,324 --> 00:08:01,959
You've fallen far from your ivory
tower, haven't you, professor?

73
00:08:05,340 --> 00:08:07,806
You're not Kal-El.

74
00:08:08,512 --> 00:08:10,879
I'm the
new-and-improved version.

75
00:08:11,682 --> 00:08:15,423
Don't fool yourself, phantom.

76
00:08:15,447 --> 00:08:17,665
You're nothing
more than a failed lab

77
00:08:17,677 --> 00:08:20,389
experiment dressed up
in a Kryptonian's body.

78
00:08:21,392 --> 00:08:22,954
Where is the boy scout?

79
00:08:22,978 --> 00:08:24,638
Not sure.

80
00:08:24,662 --> 00:08:27,215
His martian friend
took me prisoner.

81
00:08:27,239 --> 00:08:28,999
But I managed to escape.

82
00:08:29,023 --> 00:08:31,179
When I got back, Kent was gone.

83
00:08:31,203 --> 00:08:35,142
So, I thought I'D...
step into his shoes.

84
00:08:35,166 --> 00:08:37,222
You know what?
They fit perfectly.

85
00:08:37,246 --> 00:08:40,394
Aren't you concerned
how Kal-El will react

86
00:08:40,418 --> 00:08:42,474
when he comes home to find
you in bed with his girlfriend?

87
00:08:42,498 --> 00:08:43,861
No.

88
00:08:43,885 --> 00:08:46,338
If Kent was alive,
he'd be back by now.

89
00:08:46,362 --> 00:08:48,914
Trust me... he's long gone.

90
00:08:48,938 --> 00:08:52,693
Well... lucky you.

91
00:08:53,694 --> 00:08:55,256
But there is one problem.

92
00:08:55,280 --> 00:08:58,129
The yellow sun... it
turns my skin to stone.

93
00:08:58,153 --> 00:09:01,499
It's only a matter of time before
someone figures out that I'm not Kent.

94
00:09:01,523 --> 00:09:04,868
I know how smart you are.
I thought you could help.

95
00:09:04,892 --> 00:09:09,426
Hmm, try a good sunscreen.
Wide-brimmed hat, perhaps.

96
00:09:09,450 --> 00:09:11,408
Kal-El nearly destroyed you.

97
00:09:11,432 --> 00:09:14,480
Help me, or I promise...

98
00:09:14,504 --> 00:09:16,659
I'll finish the job.

99
00:09:16,683 --> 00:09:19,632
I'm in no condition to help you.

100
00:09:19,656 --> 00:09:24,203
But... there is someone.

101
00:09:26,790 --> 00:09:28,649
A Kryptonian.

102
00:09:28,673 --> 00:09:32,314
He came to earth
years ago and stayed.

103
00:09:32,338 --> 00:09:36,674
His name is Dax-Ur... one of
Krypton's greatest scientists.

104
00:09:36,698 --> 00:09:39,461
He'll know how to fix you.

105
00:09:40,365 --> 00:09:42,621
How can I find him?

106
00:09:42,645 --> 00:09:44,404
Well, when Kryptonians
traveled through a portal,

107
00:09:44,428 --> 00:09:46,782
they carried a beacon
so they could be located...

108
00:09:46,806 --> 00:09:52,133
A small shield-shaped device, synchronized
to their individual genetic code.

109
00:09:52,157 --> 00:09:54,213
Dax-Ur's fell into human hands.

110
00:09:54,237 --> 00:09:57,186
Find it, and you'll find him.

111
00:09:57,210 --> 00:09:59,478
Are you, uh...

112
00:10:00,183 --> 00:10:01,744
are you telling me the truth?

113
00:10:01,768 --> 00:10:04,419
Lying to you would be
like lying to a mollusk.

114
00:10:04,443 --> 00:10:06,810
There's no point.

115
00:10:10,487 --> 00:10:16,419
If this doesn't check out, I'll shove
you back into the test tube myself.

116
00:10:30,726 --> 00:10:33,201
Looks like some
people lost their jobs.

117
00:10:33,225 --> 00:10:35,901
Casualties of the new
commander in chief, Lex Luthor.

118
00:10:35,925 --> 00:10:39,601
Out with the old, in with the new
and easily controlled. What's up?

119
00:10:39,625 --> 00:10:42,700
I need you to help me find
someone... a Kryptonian scientist.

120
00:10:42,724 --> 00:10:44,201
Another Kryptonian?

121
00:10:44,225 --> 00:10:46,200
Jeez, Clark, I'm
starting to think that earth

122
00:10:46,224 --> 00:10:49,200
was your home planet's
top tourist destination.

123
00:10:49,224 --> 00:10:50,600
How'd you hear about this guy?

124
00:10:50,624 --> 00:10:52,299
Jor-el told me.

125
00:10:52,323 --> 00:10:56,900
Look, Clark, usually, I'm right there to
help, but right now, my hands are so full.

126
00:10:56,924 --> 00:11:00,000
And, uh, no offense, but Kryptonians
aren't exactly low maintenance.

127
00:11:00,024 --> 00:11:03,200
Chloe, the only way I'm gonna find this
guy is to hunt down the tracking device.

128
00:11:03,224 --> 00:11:04,900
Now, there's a rumor
that some people found it.

129
00:11:04,924 --> 00:11:07,400
I thought the planet's
archive might show a record.

130
00:11:07,424 --> 00:11:08,800
Clark, look around.

131
00:11:08,824 --> 00:11:11,799
Lex launched a torpedo
through the hull of the daily planet,

132
00:11:11,823 --> 00:11:14,599
and I'm just barely
hanging onto the lifeboat.

133
00:11:14,623 --> 00:11:15,599
Can't this wait?

134
00:11:15,623 --> 00:11:17,899
It will only take
a second, Chloe.

135
00:11:17,923 --> 00:11:20,599
As soon as I find out who has
this shield, I'll be out of your hair.

136
00:11:20,623 --> 00:11:22,399
Shield?

137
00:11:22,423 --> 00:11:25,711
Don't you already
have one of those?

138
00:11:28,222 --> 00:11:31,598
The Kryptonian S.O.S.From
the time capsule? Remember...

139
00:11:31,622 --> 00:11:33,798
Beauty pageant,
gorgeous gold diggers?

140
00:11:33,822 --> 00:11:36,210
Yeah.

141
00:11:40,622 --> 00:11:47,108
Clark, why don't you go home and just
take a breather, and I'll call you later?

142
00:11:47,522 --> 00:11:50,010
Where is it, Chloe?

143
00:11:55,421 --> 00:11:56,597
I'm sorry.

144
00:11:56,621 --> 00:11:58,597
I just really need to find it.

145
00:11:58,621 --> 00:12:01,209
I was hoping you
could jog my memory.

146
00:12:03,021 --> 00:12:05,096
You never forget anything.

147
00:12:05,120 --> 00:12:08,296
Your mind's like
a titanium trap.

148
00:12:08,320 --> 00:12:12,807
Look, do you remember
where I put the shield or not?

149
00:12:13,619 --> 00:12:16,407
I'm sorry, Clark.
I can't help you.

150
00:12:26,720 --> 00:12:28,493
Dad.

151
00:12:28,517 --> 00:12:29,790
Boundaries.

152
00:12:29,814 --> 00:12:34,182
Lex, what is so damn important you had
to pull me out of a crucial negotiation?

153
00:12:34,206 --> 00:12:36,478
Well, according to the
Luthorcorp visitors' log,

154
00:12:36,502 --> 00:12:39,086
Grant Gabriel came
to see you yesterday.

155
00:12:40,595 --> 00:12:45,362
He did, yes, to discuss
one of your latest projects.

156
00:12:45,386 --> 00:12:48,057
Mr.Gabriel is at
the center of it.

157
00:12:48,081 --> 00:12:50,553
You've always shunned
newspapers, Dad.

158
00:12:50,577 --> 00:12:53,449
You used to tell me they're
nothing but lies delivered daily.

159
00:12:53,473 --> 00:12:56,344
I may have underestimated
the power of the media.

160
00:12:56,368 --> 00:13:02,034
And I was curious about
your trusted lieutenant.

161
00:13:02,058 --> 00:13:03,431
And what'd you think of him?

162
00:13:03,455 --> 00:13:07,425
Insightful... courageous...

163
00:13:07,449 --> 00:13:12,515
direct... your
exact opposite, Lex.

164
00:13:12,539 --> 00:13:14,712
Yeah, well, keep your distance.

165
00:13:14,736 --> 00:13:17,307
I'll deal with Grant
myself from now on.

166
00:13:17,331 --> 00:13:20,314
You say that as if
he belongs to you.

167
00:13:21,025 --> 00:13:24,894
Now, Grant Gabriel is an adult.

168
00:13:24,918 --> 00:13:28,001
You may be his
employer, but, uh...

169
00:13:28,511 --> 00:13:32,093
you can't claim him as if
he were a piece of property.

170
00:13:35,200 --> 00:13:38,981
You know, don't you?

171
00:13:39,293 --> 00:13:42,463
Do you believe you have the
right to recycle your dead brother

172
00:13:42,487 --> 00:13:45,459
as if he were part of
some sick vanity project?

173
00:13:45,483 --> 00:13:47,954
Well, I only did what you
never had the guts to do.

174
00:13:47,978 --> 00:13:49,750
What you've done is depraved.

175
00:13:49,774 --> 00:13:52,158
You disgust me!

176
00:13:53,368 --> 00:13:57,437
You're telling me you wouldn't
want to see Julian again?

177
00:13:57,461 --> 00:14:02,240
To look into the eyes
of the son you lost?

178
00:14:03,651 --> 00:14:10,526
It's you I've lost.

179
00:14:35,596 --> 00:14:37,566
- Lana.
- Chloe.

180
00:14:37,590 --> 00:14:38,963
What are you doing here?

181
00:14:38,987 --> 00:14:40,459
I was actually
looking for Clark.

182
00:14:40,483 --> 00:14:43,950
He came by the daily planet,
and he was acting beyond weird.

183
00:14:43,974 --> 00:14:47,044
Have you noticed anything
different about him recently?

184
00:14:47,068 --> 00:14:49,849
Yeah, I have.

185
00:14:50,359 --> 00:14:54,337
He's finally opened
up and let me in.

186
00:14:54,848 --> 00:14:58,427
Chloe, he's more
understanding than ever.

187
00:14:59,436 --> 00:15:05,597
Lana, he insisted that I help him find a
Kryptonian shield that he already has.

188
00:15:05,621 --> 00:15:08,490
The Clark I know would
never forget something like that.

189
00:15:08,514 --> 00:15:11,981
Well, maybe you don't
know him as well as you think.

190
00:15:12,005 --> 00:15:14,276
After everything
he's been through,

191
00:15:14,300 --> 00:15:18,577
I think he's just taking some time
to focus on his own happiness.

192
00:15:19,985 --> 00:15:22,866
His priorities are different.

193
00:15:23,676 --> 00:15:25,049
Well, his priorities
may be different,

194
00:15:25,073 --> 00:15:29,338
but his personality is in
a whole other universe.

195
00:15:29,362 --> 00:15:33,827
Lana, I've been a part of Clark's
inner circle for a while now.

196
00:15:33,851 --> 00:15:36,221
I know when he's not himself.

197
00:15:36,245 --> 00:15:41,907
Chloe, maybe it's time for
you to let go of him a little.

198
00:15:41,931 --> 00:15:44,102
I'm not hanging on.

199
00:15:44,126 --> 00:15:48,203
There's something
wrong with him.

200
00:15:48,616 --> 00:15:50,886
Hey.

201
00:15:50,910 --> 00:15:53,791
Chloe, you seem a little tense.

202
00:15:56,197 --> 00:15:59,477
Did you tell her about the move?

203
00:15:59,788 --> 00:16:02,769
What move?

204
00:16:04,277 --> 00:16:07,246
I wasn't gonna say
anything until it was official,

205
00:16:07,270 --> 00:16:10,637
but after Lana and I
tie up a few loose ends,

206
00:16:10,661 --> 00:16:17,232
we're leaving
Smallville... together.

207
00:16:22,332 --> 00:16:25,113
I don't know what to say.

208
00:16:31,010 --> 00:16:34,390
Actually, I think
I should just go.

209
00:16:40,288 --> 00:16:42,558
She okay?

210
00:16:42,582 --> 00:16:45,551
She thinks that there's
something wrong with you.

211
00:16:45,575 --> 00:16:46,947
She says that you
went to see her

212
00:16:46,971 --> 00:16:51,436
and you completely forgot about
this Kryptonian shield that you have.

213
00:16:51,460 --> 00:16:55,426
I didn't forget anything. I
just can't find it anywhere.

214
00:16:55,450 --> 00:16:58,419
I think Kara might
have taken it.

215
00:16:58,443 --> 00:17:04,304
Well, if it's Kryptonian, do you think
that she brought it up to the fortress?

216
00:17:04,328 --> 00:17:06,710
Right.

217
00:17:07,420 --> 00:17:10,500
The fortress.

218
00:17:30,465 --> 00:17:32,438
Jor-El?

219
00:17:33,356 --> 00:17:35,411
I'm searching for something.

220
00:17:35,999 --> 00:17:38,123
I think Kara may
have brought it here.

221
00:17:38,147 --> 00:17:40,945
Leave here at once, phantom.

222
00:17:43,103 --> 00:17:45,323
And what if I don't?

223
00:17:47,398 --> 00:17:51,270
You're just a voice, Jor-El.
An echo from the past.

224
00:17:55,682 --> 00:17:59,788
What are you gonna
do, lecture me to death?

225
00:17:59,812 --> 00:18:01,523
You are not welcome here.

226
00:18:01,547 --> 00:18:03,355
Don't worry, Jor-El.

227
00:18:04,603 --> 00:18:07,649
I'll find it sooner or later.

228
00:18:20,995 --> 00:18:24,949
The last phantom
has returned, Kal-El.

229
00:18:26,703 --> 00:18:29,749
You must defeat him.

230
00:18:34,539 --> 00:18:37,587
Lana?

231
00:18:46,288 --> 00:18:48,106
Lana?

232
00:20:07,585 --> 00:20:09,061
Change of plan.

233
00:20:09,085 --> 00:20:10,861
We have a problem.

234
00:20:10,885 --> 00:20:12,961
Having trouble
finding your scientist?

235
00:20:12,985 --> 00:20:14,861
The boy scout's back.

236
00:20:14,885 --> 00:20:18,772
The prodigal son of
Krypton has returned.

237
00:20:19,584 --> 00:20:20,859
I need to kill him.

238
00:20:20,883 --> 00:20:23,960
When I get near green
Kryptonite, I drain him of his power.

239
00:20:23,984 --> 00:20:25,759
That's not a
problem. I'll do it.

240
00:20:25,783 --> 00:20:29,470
Look at yourself. You
can barely catch a rat.

241
00:20:30,383 --> 00:20:34,659
I am the brain
interactive construct.

242
00:20:34,683 --> 00:20:37,559
No matter my form, my
intellect remains formidable.

243
00:20:37,583 --> 00:20:39,959
Do not underestimate me.

244
00:20:39,983 --> 00:20:42,159
You should continue
your search for Dax-Ur.

245
00:20:42,183 --> 00:20:45,671
Not before I get
Lana away from Clark.

246
00:20:46,581 --> 00:20:49,258
Fall prey to the same human
emotion as your counterpart,

247
00:20:49,282 --> 00:20:51,557
you open yourself up
to the same weakness.

248
00:20:51,581 --> 00:20:54,057
Perhaps you two aren't
so different after all.

249
00:20:54,081 --> 00:20:56,657
He's nothing like me.

250
00:20:56,681 --> 00:21:00,357
Well, then strategy dictates
that we divide and conquer.

251
00:21:00,381 --> 00:21:06,467
Once I divert Kal-El, you can fetch
the young object of your affection.

252
00:21:26,079 --> 00:21:27,455
Lionel, the phantom's back.

253
00:21:27,479 --> 00:21:30,257
He's been living with Lana while
I've been trapped in the fortress.

254
00:21:30,281 --> 00:21:31,858
Oh, my god.

255
00:21:31,882 --> 00:21:33,059
Is she all right?

256
00:21:33,083 --> 00:21:34,159
She's a little shaken up.

257
00:21:34,183 --> 00:21:35,861
I took her to oliver
queen's apartment.

258
00:21:35,885 --> 00:21:38,162
I need to get rid of
this thing for good.

259
00:21:38,186 --> 00:21:39,764
I don't know how to defeat it.

260
00:21:39,788 --> 00:21:42,565
You're Jor-El's emissary.
Do you have any ideas?

261
00:21:42,589 --> 00:21:48,570
The only way to destroy the phantom
is to expose it to blue Kryptonite.

262
00:21:48,594 --> 00:21:50,371
I don't understand.

263
00:21:50,395 --> 00:21:52,372
Everything affects
us in opposite ways.

264
00:21:52,396 --> 00:21:55,275
If blue Kryptonite takes away my
abilities, won't it make him stronger?

265
00:21:55,299 --> 00:21:58,677
Yes, but his power will
increase exponentially.

266
00:21:58,701 --> 00:22:01,078
His body won't be
able to contain it.

267
00:22:01,102 --> 00:22:04,381
It's like a light bulb being
powered by a nuclear reactor.

268
00:22:04,405 --> 00:22:07,483
Jor-El's ring was made of blue
Kryptonite, but it was destroyed.

269
00:22:07,507 --> 00:22:09,984
How am I supposed to find more?

270
00:22:10,008 --> 00:22:15,989
Clark, I believe there is another
Kryptonian living here on earth.

271
00:22:16,013 --> 00:22:17,790
Dax-Ur.

272
00:22:17,814 --> 00:22:20,858
He is a scientist who
came to study the effect

273
00:22:20,870 --> 00:22:23,594
of the yellow sun on
Kryptonian minerals.

274
00:22:23,618 --> 00:22:28,397
If you can find him, he
will have what you need.

275
00:22:28,421 --> 00:22:32,011
Why didn't you tell
me about him before?

276
00:22:32,624 --> 00:22:35,302
He disappeared.

277
00:22:35,326 --> 00:22:41,806
He made a journey here over a
century ago, and then he vanished.

278
00:22:41,830 --> 00:22:44,808
The shield.

279
00:22:44,832 --> 00:22:47,209
It's a Kryptonian S.O.S.

280
00:22:47,233 --> 00:22:50,112
I found it in a time capsule that
was buried over a hundred years ago.

281
00:22:50,136 --> 00:22:52,514
It may belong to this scientist.

282
00:22:52,538 --> 00:22:54,815
You may have found his beacon.

283
00:22:54,839 --> 00:23:01,821
If you activate it, it should
lead you directly to him.

284
00:23:01,845 --> 00:23:05,022
I don't know how to work it.

285
00:23:05,046 --> 00:23:08,336
Sound recognition.

286
00:23:08,649 --> 00:23:10,327
Put it in your hand.

287
00:23:10,351 --> 00:23:12,928
Speak his name.

288
00:23:12,952 --> 00:23:17,543
I believe that the
device will do the rest.

289
00:23:41,872 --> 00:23:43,149
Chloe.

290
00:23:43,173 --> 00:23:44,951
Thank god you're okay.

291
00:23:44,975 --> 00:23:46,251
Okay?

292
00:23:46,275 --> 00:23:48,253
I just found out you and
Lana are leaving Smallville.

293
00:23:48,277 --> 00:23:50,354
I am nowhere near okay.

294
00:23:50,378 --> 00:23:53,557
No, Chloe. That wasn't
me. That was the phantom.

295
00:23:53,581 --> 00:23:57,272
I've been trapped
in the fortress.

296
00:23:58,185 --> 00:24:02,676
That would definitely
explain the bizarre behavior.

297
00:24:03,489 --> 00:24:05,967
How do I know
you're the real Clark?

298
00:24:05,991 --> 00:24:08,568
Chloe, it's me.

299
00:24:08,592 --> 00:24:09,770
Now, look, I know how
to destroy the phantom.

300
00:24:09,794 --> 00:24:16,276
I just need the Kryptonian shield in order
to do it, but I can't find it anywhere.

301
00:24:16,300 --> 00:24:19,178
That was what the other
Clark was looking for.

302
00:24:19,202 --> 00:24:24,282
Chloe, look me in the eye.

303
00:24:24,306 --> 00:24:26,183
Nice try.

304
00:24:26,207 --> 00:24:29,786
But from what I've heard, everything
about the two of you is exactly the same,

305
00:24:29,810 --> 00:24:33,589
right down to your baby blues.

306
00:24:33,613 --> 00:24:41,613
If I was the phantom, direct
sunlight... would make my face change.

307
00:24:43,521 --> 00:24:47,212
It's me.

308
00:24:47,724 --> 00:24:50,414
Oh, my god. Thank god it's you.

309
00:24:52,427 --> 00:24:55,407
Your domineering double
had me seriously worried.

310
00:24:55,431 --> 00:25:00,122
I need to destroy him, but I
can't do it without that shield.

311
00:25:00,435 --> 00:25:02,925
I think I can help.

312
00:25:10,542 --> 00:25:13,321
The way you were acting, I didn't know
what would happen if you found this thing,

313
00:25:13,345 --> 00:25:15,823
so I went to the farm and I...

314
00:25:15,847 --> 00:25:18,938
kind of borrowed it.

315
00:25:22,151 --> 00:25:24,730
You saved me again, Chloe.

316
00:25:24,754 --> 00:25:26,430
Please be careful, Clark.

317
00:25:26,454 --> 00:25:28,832
Kryptonians don't exactly
roll out the welcome mat,

318
00:25:28,856 --> 00:25:34,338
and if this guy ditched his S.O.S.,
He may not want to be found.

319
00:25:34,362 --> 00:25:36,740
I don't have a choice.

320
00:25:36,764 --> 00:25:40,355
Stay back.

321
00:25:43,269 --> 00:25:46,059
Dax-Ur.

322
00:25:56,680 --> 00:26:00,571
Good luck.

323
00:26:14,494 --> 00:26:16,851
Excuse me!

324
00:26:19,033 --> 00:26:20,786
Can I help you?

325
00:26:20,810 --> 00:26:23,747
I'm looking for someone.

326
00:26:23,771 --> 00:26:30,567
Well, if they live all the way
out here, I probably know them.

327
00:26:31,173 --> 00:26:34,319
Dax-Ur?

328
00:26:35,318 --> 00:26:37,169
Dexter? No.No, uh...

329
00:26:37,193 --> 00:26:38,649
nobody from around
here by that name.

330
00:26:38,673 --> 00:26:40,426
Actually, he's not
from around here.

331
00:26:40,450 --> 00:26:43,091
He's from Krypton.

332
00:26:43,115 --> 00:26:45,965
So am I.

333
00:26:56,932 --> 00:27:00,868
I'm Kal-El.

334
00:27:01,768 --> 00:27:05,802
The house of El.

335
00:27:07,591 --> 00:27:11,033
You always were survivors.

336
00:27:21,724 --> 00:27:23,970
So, tell me, how did
you leave Krypton?

337
00:27:23,994 --> 00:27:26,340
I thought the portals
were destroyed.

338
00:27:26,364 --> 00:27:28,215
My father... he built a ship.

339
00:27:28,239 --> 00:27:30,386
I was found by a
family in kansas.

340
00:27:30,410 --> 00:27:31,472
D...!

341
00:27:31,496 --> 00:27:32,459
Max!

342
00:27:32,483 --> 00:27:34,334
How you doing, buddy? Hey.

343
00:27:34,358 --> 00:27:35,518
What's for lunch today?

344
00:27:35,542 --> 00:27:37,887
- Sandwiches.
- Sandwiches?

345
00:27:37,911 --> 00:27:39,466
Just a minute, grace.

346
00:27:39,490 --> 00:27:42,821
I didn't know you had
customers, so we'll wait out back.

347
00:27:42,845 --> 00:27:44,709
Come on.

348
00:27:47,089 --> 00:27:49,446
You have a family.

349
00:27:50,741 --> 00:27:53,579
You live like a human.

350
00:27:53,603 --> 00:27:59,216
I understand the only way to
do that is with blue Kryptonite.

351
00:28:05,545 --> 00:28:08,297
I didn't put it on overnight.

352
00:28:09,394 --> 00:28:13,231
When I first arrived,
I wanted to be alone.

353
00:28:15,118 --> 00:28:17,661
Why?

354
00:28:17,685 --> 00:28:22,497
Sometimes a scientist can
get caught up in theories.

355
00:28:22,521 --> 00:28:28,516
My work led to the creation of
the brain interactive construct.

356
00:28:28,540 --> 00:28:36,540
I realized much too late that my technology
could lead to the destruction of worlds.

357
00:28:37,423 --> 00:28:40,756
So, you came to earth.

358
00:28:40,780 --> 00:28:45,307
To clear my conscience.

359
00:28:47,293 --> 00:28:51,414
I planned to study the yellow
sun's effect on Kryptonian minerals

360
00:28:51,438 --> 00:28:56,546
but discovered it was the sun's
effect on me that really mattered.

361
00:28:56,570 --> 00:29:01,086
I could save the human race.

362
00:29:01,110 --> 00:29:05,230
You gave up your
abilities for Grace.

363
00:29:05,254 --> 00:29:09,683
It must have been
a difficult decision.

364
00:29:10,979 --> 00:29:14,816
I knew in the span
of a heartbeat.

365
00:29:15,913 --> 00:29:19,750
The blue Kryptonite...
Do you have any more?

366
00:29:20,257 --> 00:29:23,885
What's her name?

367
00:29:23,909 --> 00:29:27,055
It's okay.

368
00:29:28,547 --> 00:29:34,061
It's not every day a fellow
Kryptonian asks me for help.

369
00:29:46,537 --> 00:29:48,617
Lana?

370
00:29:48,641 --> 00:29:50,422
I was just calling you.

371
00:29:50,446 --> 00:29:52,127
Did Lionel know anything?

372
00:29:52,151 --> 00:29:53,731
We have a problem.

373
00:29:53,755 --> 00:29:56,740
The phantom found brainiac,
and now they're working together.

374
00:29:56,764 --> 00:29:58,645
I can't take them
both down on my own.

375
00:29:58,669 --> 00:30:00,049
It's all my fault.

376
00:30:00,073 --> 00:30:01,151
I led them right to it.

377
00:30:01,175 --> 00:30:03,570
None of this is
your fault, Lana.

378
00:30:07,492 --> 00:30:10,275
Lana, we should get you
out as soon as possible.

379
00:30:10,299 --> 00:30:11,979
They could be anywhere.

380
00:30:12,003 --> 00:30:15,500
Let me just go get my bag.

381
00:30:32,457 --> 00:30:34,717
Come on, Lana.

382
00:30:34,741 --> 00:30:36,801
We got to go now.

383
00:30:36,825 --> 00:30:39,581
I'll be right there.

384
00:30:39,605 --> 00:30:42,968
Clark help! He's here.

385
00:30:50,822 --> 00:30:53,292
Guess my secret's out.

386
00:30:55,488 --> 00:30:57,152
Lana, please.

387
00:30:57,176 --> 00:30:59,832
Stay away from me.

388
00:30:59,856 --> 00:31:02,909
I would never hurt you.

389
00:31:02,933 --> 00:31:05,403
Lana.

390
00:31:05,812 --> 00:31:08,269
Look at me. I'm the same person
you've been with all this time.

391
00:31:08,293 --> 00:31:10,552
You're a monster.

392
00:31:10,576 --> 00:31:13,235
You told me that you're
happier than you've ever been.

393
00:31:13,259 --> 00:31:15,915
I made you feel that
way, Lana, not Clark.

394
00:31:15,939 --> 00:31:17,999
You pretended to be him
just so that you could...

395
00:31:18,023 --> 00:31:19,091
No.

396
00:31:19,115 --> 00:31:20,481
Listen, when I first
came to Smallville,

397
00:31:20,505 --> 00:31:23,856
the only thing that mattered
was my own survival,

398
00:31:23,880 --> 00:31:29,426
but that all changed
when I met you.

399
00:31:45,819 --> 00:31:47,879
Lana, what dre youoing?

400
00:31:47,903 --> 00:31:49,468
Will this destroy him?

401
00:31:49,492 --> 00:31:51,553
Yeah. But take it and go, Lana.

402
00:31:51,577 --> 00:31:53,241
Around blue Kryptonite,
I lose my abilities.

403
00:31:53,265 --> 00:31:55,425
I won't be able to protect you.

404
00:31:55,449 --> 00:31:56,529
I'll do it myself. Lana, no!

405
00:31:57,335 --> 00:31:58,105
Clark, stay back.

406
00:31:58,129 --> 00:31:59,297
You spent the last
month telling me

407
00:31:59,321 --> 00:32:01,580
that you finally felt like we
were meant to be together.

408
00:32:01,604 --> 00:32:03,664
Don't listen to him, Lana.

409
00:32:03,688 --> 00:32:05,054
I know what's in his mind, Lana.

410
00:32:05,078 --> 00:32:06,245
He doesn't love you like I do.

411
00:32:06,269 --> 00:32:07,238
That's a lie!

412
00:32:07,262 --> 00:32:10,812
You're lying,
Clark. To yourself!

413
00:32:10,836 --> 00:32:15,092
You're so worried about doing
the right thing, you don't even see it.

414
00:32:22,748 --> 00:32:27,489
You know he won't commit
his life to you like I will.

415
00:32:27,513 --> 00:32:30,678
You know that.

416
00:32:33,570 --> 00:32:36,722
He's right, Clark.

417
00:32:36,746 --> 00:32:40,296
What?

418
00:32:40,320 --> 00:32:45,656
I've never been more in love
than I have the past month.

419
00:32:45,680 --> 00:32:49,330
Only it wasn't with you.

420
00:32:49,354 --> 00:32:53,511
It was with him.

421
00:32:58,288 --> 00:33:02,544
Nothing will ever
come between us again.

422
00:33:35,316 --> 00:33:39,572
I love you.

423
00:33:42,861 --> 00:33:46,720
It's okay, Lana. He's gone.

424
00:34:03,832 --> 00:34:06,226
Good evening, Dax-Ur.

425
00:34:09,845 --> 00:34:12,026
Who are you?

426
00:34:12,050 --> 00:34:15,045
You should know.

427
00:34:15,558 --> 00:34:19,054
You created me.

428
00:34:23,276 --> 00:34:28,766
It took two superpowered
beings to find you.

429
00:34:28,790 --> 00:34:31,071
If they weren't so busy
trying to destroy one another,

430
00:34:31,095 --> 00:34:35,392
they might have figured
out I was using them.

431
00:34:37,809 --> 00:34:42,908
Don't lose your bracelet.

432
00:34:45,127 --> 00:34:48,423
Why are you here?

433
00:34:50,839 --> 00:34:54,725
I'm... damaged.

434
00:34:54,749 --> 00:34:59,636
And you're the only one
who knows how to repair me.

435
00:34:59,660 --> 00:35:02,443
You're on your own.

436
00:35:02,467 --> 00:35:07,265
All I need is the
information in your mind.

437
00:35:08,181 --> 00:35:11,163
I'll never tell you.

438
00:35:11,187 --> 00:35:14,583
Oh, you don't have to talk.

439
00:35:38,451 --> 00:35:41,225
You're so busy, you
can't return my calls?

440
00:35:41,249 --> 00:35:43,025
I barely have time to do my job.

441
00:35:43,049 --> 00:35:45,092
I don't know how
you expect me to run a

442
00:35:45,104 --> 00:35:47,423
world-class paper
with such a limited staff.

443
00:35:47,447 --> 00:35:48,922
I don't.

444
00:35:48,946 --> 00:35:50,922
You're fired.

445
00:35:50,946 --> 00:35:52,221
Excuse me?

446
00:35:52,245 --> 00:35:54,020
I told you not to
go near my father.

447
00:35:54,044 --> 00:35:57,218
He's dangerous.

448
00:35:57,242 --> 00:35:59,717
Lionel would have found
out about me sooner or later,

449
00:35:59,741 --> 00:36:02,317
and I wasn't gonna hide forever.

450
00:36:02,341 --> 00:36:04,215
I trusted you.

451
00:36:04,239 --> 00:36:05,615
You shouldn't have told him.

452
00:36:05,639 --> 00:36:07,714
Why not?

453
00:36:07,738 --> 00:36:10,023
He's made a reservation
for the two of us

454
00:36:10,035 --> 00:36:12,612
tonight at the best steak
house in Metropolis.

455
00:36:12,636 --> 00:36:17,111
Seems Dad wants to
get to know me better.

456
00:36:17,135 --> 00:36:20,710
You know, for a newspaper
man, you are shockingly naive.

457
00:36:20,734 --> 00:36:23,608
Do you really think you can
build a relationship with that man?

458
00:36:23,632 --> 00:36:24,508
Don't be stupid.

459
00:36:24,532 --> 00:36:26,407
What's wrong, Lex?

460
00:36:26,431 --> 00:36:28,706
You afraid I'll become
the favored son?

461
00:36:28,730 --> 00:36:30,405
That I'll accomplish
something you couldn't?

462
00:36:30,429 --> 00:36:34,204
I'm afraid he could
have you killed.

463
00:36:34,228 --> 00:36:37,302
Look, you need to leave
Metropolis for your own safety.

464
00:36:37,326 --> 00:36:40,101
I set you up with a spot on the
international desk of the London Times.

465
00:36:40,125 --> 00:36:41,900
Don't do me any favors.

466
00:36:41,924 --> 00:36:45,899
You never help
anyone, big brother.

467
00:36:45,923 --> 00:36:48,698
Lex only looks out for Lex.

468
00:36:48,722 --> 00:36:50,097
Don't walk away from me.

469
00:36:50,121 --> 00:36:54,296
Haven't you gotten used
to it... people leaving you?

470
00:36:54,320 --> 00:36:56,495
How many times have you
been married now, anyway?

471
00:36:56,519 --> 00:36:58,394
You ungrateful son of a bitch.

472
00:36:58,418 --> 00:37:00,593
If it wasn't for me, you'd still
be a smudge in a petri dish.

473
00:37:00,617 --> 00:37:02,692
Yeah, you're some genius.

474
00:37:02,716 --> 00:37:06,391
You're so lonely and pathetic,
you had to build yourself a brother.

475
00:37:06,415 --> 00:37:09,090
I gave you everything.

476
00:37:09,114 --> 00:37:12,988
You turn your back on
me, you throw it all away.

477
00:37:13,012 --> 00:37:15,487
I'm not throwing anything away.

478
00:37:15,511 --> 00:37:19,385
Go ahead, kick
me out of my office.

479
00:37:19,409 --> 00:37:24,594
It gives me more time to enjoy
the full benefits of being a Luthor.

480
00:37:25,806 --> 00:37:30,591
Last I heard, I was
practically made for this family.

481
00:37:39,502 --> 00:37:42,991
There's nothing like a
good New York sirloin.

482
00:37:43,015 --> 00:37:50,318
Dry-aged for 35 days and
enjoyed over 2 glorious hours.

483
00:37:50,342 --> 00:37:51,422
Thanks, Lionel.

484
00:37:51,446 --> 00:37:55,537
Yeah, well, after a good
dinner, one can forgive anybody...

485
00:37:55,561 --> 00:37:58,146
Even one's own relations.

486
00:37:58,170 --> 00:38:00,757
That's not me.
That's Oscar Wilde.

487
00:38:00,781 --> 00:38:04,670
I bet Oscar Wilde's brother
didn't cook him up in a lab.

488
00:38:04,694 --> 00:38:08,886
Grant, I don't care how
you came into this world.

489
00:38:08,910 --> 00:38:11,196
You're a Luthor.

490
00:38:11,220 --> 00:38:13,818
You're my son.

491
00:38:15,235 --> 00:38:16,917
Give me your money now.

492
00:38:16,941 --> 00:38:19,226
All right. All right. We
don't want any trouble.

493
00:38:19,250 --> 00:38:20,329
Now!

494
00:38:20,353 --> 00:38:24,656
Okay, okay. Just, please,
take it and get out of here.

495
00:38:28,985 --> 00:38:32,586
Julian?