NARRATOR: Previously on Smallville:
- You are too late, Kal-El. CLARK: Lana?
- Miss Lang had a full recovery. - Where is she?
She's already checked out, but she wanted me to give you this.
I knew that if I looked into your eyes, I'd never be able to say this.
If I ever discover that someone withheld information that could help me find Lex...
I'd respond accordingly.
Nobody questions my loyalty.
CHLOE: I can't believe it.
Lana, you're back.
- Why are you staying? - Leaving is harder than I thought.
You still haven't told him the reasons why you disappeared.
Or what you plan on doing next.
Lex saved my life. I owe him everything.
This is how a Luthor rewards that kind of loyalty.
You've been Lex's eyes and ears for quite some time.
I've done everything but not anymore.
Goodbye, Lex.
If the world didn't have to come first?
- The world needs you, Clark. - What about what we need?
[BEEPING]
Sir, it's not too late to suspend the procedure.
Our orders are to move forward.
At what cost?
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.
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. - The subject?
Vitals normal.
We're all set.
Begin the transdermal evisceration.
MAN: Stand by.
Energizing.
[MACHINES WHIRRING]
LANA [ON VIDEO]: We always 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.
Please...
Clark, you know you're bored...
when you resort to watching a repeat of your break-up.
I needed to remind myself that Lana left for a reason.
Did something happen that made you suddenly forget?
Last night we kind of kissed.
I know. It was a mistake.
I don't know what I was thinking.
Clark, you're acting like you committed a crime.
Now, I'm not a lawyer...
but I don't think a little trip to first base is exactly a felony.
I'm digging up feelings from the past that need to stay buried.
For both our sake.
You have abilities at your disposal...
but suffocating feelings that wanna come up for air isn't one of them.
Lana thought she was holding me back, and she was right.
After she left, I got off the farm, I got a job.
I started using my abilities to help people when they needed it.
Did you do that because Lana left...
or because you 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?
It's on that disc. She doesn't wanna be together.
She made that disc seven months ago. People change.
You certainly did.
Look, stop playing the guessing game and talk to her.
She's probably at my apartment right now.
[KNOCKING]
CLARK: Lana?
Clark.
I didn't know it was you.
I didn't realize that breaking and entering was one of your hobbies.
The damage was done when I got here.
Okay, I was worried about Lana and I came to warn her...
but I was obviously too late.
Warn her about what?
It seems that she's been poking around some classified LuthorCorp technology.
[PHONE LINE BEEPING]
The last time I checked, you were in charge of LuthorCorp.
Everything but the nanotechnology dedicated to sustaining Lex's life.
The bear may be hibernating...
but that does not mean that he's gonna let his honey get stolen.
You think Lex is behind what happened to Lana?
I don't think, Clark, I know.
And I'm really concerned for her.
Since when did you and Lana become close friends?
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.
I knew Lex was still alive.
I had no idea he was capable of kidnapping Lana from a distance.
It wouldn't be the first time he's abducted her from afar.
She didn't tell you.
Tell me what?
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?
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. - 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.
[MUFFLED YELLING]
Get her in the van.
I'll meet you at the compound.
That disc was a lie. Lana never wanted to leave.
She left because she was escaping from you.
- Clark. - You're no better than Lex.
If I had known, I would have never been part of it.
- Lex convinced us it was for her own good. - How nice of him to kidnap her.
Lex also said she was in that asylum because of you.
That your relationship was so dysfunctional,
you were constantly hurting her.
Where are you taking me?
To a place where you'll be protected.
Here.
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.
I'm not feeling very well.
You're dehydrated. You should drink that.
I think I'm gonna throw up.
Here.
[GRUNTING]
Wait. Wait a minute.
Just calm down.
[TIRES SCREECH]
Leave the keys in the ignition and get out of the van.
Now.
The thugs that Lex used, he could have used them again.
What are their names?
They're both dead.
The people Lex employs now are brand-new, without any ties to his past.
TESS: What do you got there, Clark?
I'm not sure what it is.
Doesn't seem like Lana's taste.
It's not.
Have you seen this before?
My strategic adviser, Carter Bowfry, it's his.
[SWOOSHES]
What did you do with Lana?
- Don't know who you're talking about. - Don't lie to me.
I found your medallion in her apartment.
My medallion is right here.
Exactly the same.
- How do you know Lana? - Son, I suggest you back down right now.
Lana has been kidnapped.
Look, if anything you know may help me find her, please.
You can trust me.
You must be Clark.
How do you know my name?
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.
I don't need your dollars, ma'am.
I'm just a retired teacher living off his pension.
A teacher who trained Green Berets and Navy SEALs...
to withstand extreme pain and torture.
I've done my homework.
I need your help.
What I have to teach, you're not ready to learn.
You'd be surprised.
Just give me a chance.
You're not a soldier and you're not a government agent.
So why are you here?
I want to be invincible.
Well, good for you.
Look, I'm all for girl power...
but you're gonna have to go find yours on your own, okay?
I'm not asking you. I'm telling you.
If you help me, I promise you'll be helping the world.
CARTER: You were barely under.
It's too cold.
You are weaker than I thought.
Yeah, life hasn't exactly been a walk in the park lately.
Oh, poor, poor, pitiful you.
Now, how long you been feeling sorry for yourself?
Let me guess, your entire life.
- You tortured her? - I trained her.
- It's how she came back stronger. - She's always been strong.
Now she's missing, because of you.
All I did was help her get over the one thing that was holding her back.
- What are you waiting for? - I'm just not used to scorching myself.
Get used to it.
No fear, no pain.
I can't.
It's not fear that's stopping you, is it?
You're holding onto something.
Or someone.
Do you see anyone else here?
Oh, I can feel them. So can you.
As long as you're trying to be someone you're not...
you are gonna be vulnerable.
You're gonna feel the pain.
What's their name?
His name's Clark.
And if I had an ounce of his strength...
I am 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, fearless.
It's time to rise.
[SIZZLING]
You don't look ready for class.
Carter, I have learned so much from you.
But what I need, I can't get it here.
What you need are skills, Lana.
Maturity.
I need power.
You'll have it.
But it just doesn't happen overnight.
No, 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.
This thirst for power, Lana, I've seen it before.
Most of the time, it doesn't have a happy ending.
Well...
Before you fly off to change the world...
I've got something for you.
I don't deserve it.
Take this so you'll always remember...
as you rise higher and higher, never look down.
- After Edge City, where did she go? - Metropolis.
[DOOR OPENS]
She was so full of hope.
Wanted to imprint this stamp of positivity on the world.
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.
- When you found her, what was she doing? - Investigating LuthorCorp.
I told her to put it in the past, but she wouldn't listen to me.
So I joined her cause.
To keep an eye on her.
And I got this job on the inside, feeding Lana information...
while I advised Tess Mercer on defense-contract strategies.
Did Lana contact anyone else when she was in Metropolis?
A blond woman.
They went to high school together in Smallville.
- Chloe? - Sullivan.
Sir, she's barely alive.
It's the only way to apply the nanites.
Begin the grafting.
MAN: Applying the Prometheus layer.
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?
Still looking. Just like you.
Only I'm trying to find the technology to keep Lex alive, not to destroy it.
The world already believes he's dead. I'm just trying to make a fantasy a reality.
You actually believe you can declare Lex Luthor dead and not end up dead yourself?
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, hm?
[CHUCKLES]
I'll give you more milk bones than Lex ever did.
I think I'd rather shovel cow dung.
Oh, you see, it's not really a choice.
Once you discover the Prometheus technology...
I want you to bring it to me.
I'm afraid that you're gonna be waiting a long, long time.
Find me the Prometheus technology...
or I'll have to take it by force.
MAN: Generation complete, Dr. Groll.
Pull her out and get her quarantined.
MAN: Engage containment procedures.
Bio and HAZMAT team standing by. Full suit.
[SWOOSHES]
Clark, no more super-scares, please.
- I'm this close to a cardiac arrest. - Why didn't you tell me?
- So now I'm keeping secrets I didn't know. - Lana.
How could you not tell me you spoke to her?
Because she asked me not to.
I have to respect that.
Well, now it looks like your respect may have gotten her kidnapped.
What?
If I had known, I could have stopped her before she got hurt.
I wasn't about to betray her trust, like I'd never betray yours.
- You of all people should understand that. - This is different, Chloe.
I have abilities. I can take care of myself, Lana can't.
Chloe, all that matters now is finding her.
Please, you have to tell me everything she said to you.
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?
- Hi, Chloe. - Hi.
My God, I thought I'd never see you again. Now you're back.
Actually, I'm only here for a short stay.
I am so impressed with what you've done with Isis, Chloe.
You've turned my dinky little operation into a place that really helps people.
I'm just carrying on the torch you lit.
In other late-breaking news, I'm getting married next month.
Wow. That is a huge headline.
I am so happy for you.
You two make a perfect couple.
Speaking of which, does your short stay
include a pit stop at the Planet to see Clark?
Not this time.
But I read about the red-blue blur saving the citizens of Metropolis.
I've gotta say that when I saw that article, it brought tears to my eyes.
I am so proud of him.
Lana, 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.
I actually came back here to find out more about Project Ares.
Project Ares.
Wasn't that Lex's scheme to genetically enhance injured soldiers?
Using alien DNA.
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?
- I am moving on. - Really?
It seems to me you're not just playing with fire...
you're stepping into a raging inferno.
Clark should know about this.
I plan on telling Clark when the time is right.
Chloe.
Chloe, I want you to promise me that you won't say a word.
I can take care of myself now.
All I did was honor my friend's secret, and now I feel like this is all my fault.
Must have been the way she wanted it.
So she could do what she had to do without anyone getting in her way.
Especially me.
Did you check on Project Ares?
Yeah, turns out the project was mothballed even before Lex went missing.
Tess told me Lana's been looking into technology that'd keep Lex alive.
She thinks Lex abducted her.
Since when are you trusting the first lady of LuthorCorp?
Since she came clean with me.
She told me when Lana made that disc...
she was being held at gunpoint by Lex's men.
Wait, Clark.
If Lana didn't make that disc on her own, why didn't she come home to you?
She was too busy planning her revenge on Lex.
Chloe, I need to find Lana before she does something she'll regret.
It'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.
I guess it's the latter.
He did have good news for you. The address of the Prometheus lab.
Unfortunately, he told me first.
So working for Lex gives you carte blanche to kill innocent people?
[CHUCKLES]
Innocent?
He worked for you, Tess.
Give a mid-level bureaucrat a bit of power...
and it goes straight to his head.
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.
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.
Yeah.
But that footage is nothing compared to the memorable moments I saw.
Lex was nice enough to let me catch some of your highlights.
I'll make sure a few of them make it into your obituary.
[GUNSHOT]
[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.
You said the first time you saw Lana, she was standing in front of this radiator.
Yeah, I think so.
But I don't know what the building's heating system has to do with any of this.
Whoa.
Looks like Lana's got her very own secret stash.
She obviously didn't wanna leave any of the good stuff on my gigabytes.
Why do I feel like I'm cracking open her diary?
It might be the only way we can save her, Clark.
- Who's this guy? - Edward Groll.
He's been with LuthorCorp since the first meteor shower.
If they gave out PhD's in all things alien, this guy would definitely have one.
I know you were involved with Project Ares...
but more importantly, I found out you designed Prometheus.
I want to commend you.
That is an amazing achievement.
GROLL: You must be mistaken, Mrs. Luthor.
LANA: It's Miss Lang, that will never change.
I promise, doctor...
I don't intend on destroying your technology.
I wanna put it to good use.
GROLL: I'm an academic.
I hold a chair in biophysics at Metropolis University.
Where you've designed and built a metadermal skin graft...
that will not only sustain Lex's health, but will give him superhuman abilities.
GROLL: Superhuman abilities.
Have you taken up reading comic books?
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.
I'm sorry, I don't have time to discuss fictitious...
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 wanna be remembered for saving people's lives?
For improving the human condition all over the world?
I have the space in East Metropolis.
In a warehouse on 95th and Bristol. You can set up your lab.
It's not just me.
I work with a lab full of researchers.
They'd never allow it.
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?
I don't think she was kidnapped, Clark.
Lana doesn't wanna destroy the technology.
She wants to use it on herself.
Thank God. Her blood pressure's rising.
MAN: For now.
The machines are what's keeping her alive.
GROLL: She's going to be fine.
She has to be.
TESS: Where's the Prometheus suit?
Stop. Don't enter that chamber.
Any contaminant could kill her.
Her?
- Lana. - It was Lex's orders.
Prometheus must be destroyed.
It's too late.
You can't destroy the suit without murdering her.
Lana Lang was born to be a martyr.
No.
[MACHINES POWERING DOWN]
You will never be able to help Lex Luthor again.
You find her before she finds me.
This woman is lethal.
[SWOOSHES]
Lana, you gotta believe me. I didn't know you were in there.
Yes, you did.
I'm not here to hurt you, Tess.
I'm here as your friend.
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.
I don't want you to make the same mistake I did.
I know how much you wanna get revenge on Lex...
and who can blame you?
I have felt that exact same rage.
He didn't implant a microchip into your brain.
All that anger will lead you down a long tunnel...
that you will never find your way out of.
Yeah, that's a really easy position to take when you're clad in an invincible suit.
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.
Why do you think I want Lex gone?
You may have gotten rid of the microchip...
but every second that you are consumed by hate...
is another second Lex is still in control of you.
Don't be a victim anymore.
[DOOR OPENS]
Kent, what are you doing rising before the roosters?
Couldn't sleep.
LANA: Clark.
Meet me up on the roof.
Lana?
I've been looking all over for you. Are you okay?
I've never felt better, Clark.
It's because you're wearing that suit, Lana.
You have powers.
And the last time that happened, it didn't end well.
I'm different now.
This time I've prepared myself.
Why didn't you tell me what you were doing?
You would have never let me go through with it.
Because it's dangerous, Lana.
It's never been tested on humans.
Give 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.
How can you say that, Lana?
- We have no idea what's gonna happen. - Exactly.
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.
It does matter, Lana. It matters if you get hurt.
I know how much you care about me.
You always have.
That's why when I came back for Chloe's wedding...
I didn't think we could be together.
Clark, the last thing I wanted was to be some distraction in your life.
You're not a distraction.
You never were.
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. - No, Lana, it's exactly what I want.
But it's a dream, Lana.
We both know dreams normally don't come true.
There's never been anything normal about us.