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Airdate: December 11, 2001
Written by: Cherie Bennett & Jeff Gottesfeld
Directed by: Michael Watkins
Transcript by: Kerrplop


The camera pans the outside of the Kent house. We see Jonathan working underneath a blue pick-up truck.

Day. We hear a clank.

Jonathan: Son of a gun! (He sits up and puts his finger in his mouth)

CUT TO Martha in the kitchen.

Martha: What else? Oh, donít use the upstairs bathroom. Itís backed up. I have to snake the pipes.

Clark: Whereís the leftover pizza?

Martha: Fridge, second shelf. You can nuke the chili for dinner. (Clark, wearing head phones, doesnít answer) Clark? (Martha removes them from one ear) Some clue you actually heard me.

Clark: Upstairs bathroom off limits, after nuking the chili dinner.

Martha: Glad to see your hearing hasnít changed.

Jonathan: (From outside) Clark! Can I get a hand out here please?

CUT TO outside.

Jonathan: Hey. Son, would you, uh...

Clark: Sure.

Jonathan: Thanks. (Clark picks up back end of truck) Truck picked one heck of a day to snap an exhaust hanger.

Martha: Okay, I left the number of our hotel on the nightstand. I think thatís everything.

Jonathan: That ought to do it. (Clark puts truck down) Iím definitely raising your allowance.

Martha: If you need anything--

Clark: Call. Mom, itís a couple of nights in Metropolis. Iíll be fine.

Jonathan: Iím sure heíll be fine. And soon, madam, so shall we be.

Clark: Oh, I almost forgot. Sorry. (He pulls out an envelope with ďMom and DadĒ handwritten on it) Happy anniversary.

Martha: Sweetheart. Bye-bye.

Jonathan: Clark, thanks for the card. Hey, think fast. (Throws rag he was using)

CUT TO shot of Metropolis buildings at night. Then a babyís mobile playing ďLullaby.Ē

Mother: Good night, little one. (Pulls covers up to babyís chin) Shh. (Leaves room)

We see a shadow crossing the room to the crib.

Man: Donít worry. Daddyís gonna get better. (His hands start to shake uncontrollably. The crib shakes with him)

Mother: (Re-enters) Hello? Is someone there? (The room is empty) Itís okay, honey. Itís just thunder.

CUT TO outside LuthorCorp in the rain. The same man is there, still shaking. He reaches inside his coat for his pills. They fall and scatter. He picks up a few and takes them.

CUT TO inside of LuthorCorp where a janitor is polishing the floor and listening to loud music. The man knocks on the glass door.

Man: Will!

Will: Earl? What are you doing here?

Earl: I need to see Lionel Luthor. I know heís here.

Will: Sorry, man. You know I canít let you in here.

Earl: They did something to me at his plant in Smallville.

Will: Earl, see, thatís the talk that got yourself canned, all right? Now, if you got a problem, get some help.

Earl: I tried, they canít do anything. Itís getting worse. Please, let me in.

Will: Earl, donít make me call security, all right? Just go home and dry off. (Earl begins to shake) What the hell? Earl? (The shaking breaks the glass) What the hell are you doing Earl?!

Earl: If I donít get an answer, Iím gonna die.

Will: No, no, no, we gotta get you to a doctor.

Earl: They canít do anything. Nobody can.

Earl begins to shake again, unconsciously grabbing Willís neck and snapping it.

Earl: Will? Will? (He flees the scene)

(Opening credits)

Act 1 Scene 1

Clark, Chloe, and Pete are walking to the bus stop. Day.

Pete: What are you gonna do now that youíre officially home alone?

Clark: I was thinking of having a few people over.

Chloe: Do my ears deceive me or is Clark Kent actually suggesting a party?

Clark: A small gathering. You guys, a few other people, maybe even Lana.

Chloe: With or without her possible action-figure boyfriend?

Clark: 8 oíclock. And remember, the key word is Ďsmall.í

Chloe: Small?


Loud music and Clarkís house full of dancing high school students. Night.

Chloe: (Yelling over the music.) So, this is what you call a small gathering, right?

Clark: Do you even recognize half these people? (To someone else) Hey, watch the glass! (We hear glass shattering)

Another shot of the party and back to Clark sitting down. A sweating partier sits next to him.

Boy: Dude, I think Iím gonna hurl. (Clark uses his super speed to run to the kitchen and grab a bowl which he places under the boyís face just before he vomits) Thanks.

Clark goes to the kitchen and attempts to tidy up.

Lana: (From behind him) Pretty cool party.

Clark: (Turning around) Lana, thanks. Itís kind of impromptu. I figure sometimes you just have to kick back and blow off some steam.

Lana: If I had a hundred people trashing my house, Iíd be a little freaked out.

Clark: After the first few dishes, you kind of get used to it.

Lana: I donít think Iíd be brave enough to risk it.

Clark: I donít know, Lana. I bet youíre braver than you think. So youíre flying solo tonight?

Lana: You mean what am I doing here without Whitney? I am capable of enjoying myself without him. (They hear fireworks and look out the window) Fireworks? Youíre full of surprises tonight, Clark.

Clark: Tell me about it.

Pete: (Coming outside) Clark, man, how cool is this?

Clark: Pete, why didnít you just call the cops? It would have been a lot easier.

Pete: Hey, I canít claim credit. It wasnít my idea.

Lex: It was mine. Call it a party gift. I hope you like it.

Clark: Itís great, just...

Lex: Donít worry about the police, itís covered. I know this kind of party can make or break a reputation and I wanted to make sure yours was a hit. I hear youíre taking a tour of my plant tomorrow.

Chloe: Itís a class field trip.

Lex: Whatíd you do wrong?

Clark: Itís that bad, huh?

Girl: (Touching Lexís arm.) Sorry I took so long. Someone overflowed the bathroom.

Clark: Iím officially dead.

CUT TO phone in the kitchen ringing, then to Martha hanging up phone in Metropolis restaurant.

Martha: Thereís no answer.

Jonathan: Oh heís fine, he fine. We have to trust him, Martha.

Martha: I do, but I still worry.

Jonathan: I know. Metropolis, do you miss it?

Martha: Sometimes.

Jonathan: Yeah?

Martha: But I didnít move to Smallville for action and glamour. I moved because a certain man told me weíd never be rich or travel the world, but heíd always love me. How could I pass up an offer like that? (They kiss.)


Back at the party.

Whitney: (Walks in and finds Lana) Hey.

Lana: Whitney, what are you doing here?

Whitney: Looking for you. Why didnít you tell me you were coming here?

Lana: It was kind of last minute. I didnít realize I needed your permission.

Whitney: Lana, can we talk outside? (She follows him out)

CUT TO interior of the loft.

Whitney: Lana, whatís going on?

Lana: I told you when we got back together that I needed some breathing room.

Whitney: So you sneak off to a party without me?

Lana: I didnít sneak. I walked. And why are you mad at me? Is it because itís Clarkís party? Iím starting to get the feeling you donít trust me. (The loft starts to rattle)

Chloe: (Talking to Clark inside) Weíll clean it up tomorrow--

Lana: Clark! You better get out here.

Whitney: (Still in the loft holding a pitchfork as Clark, Chloe, and Lana enter) Kent, get up here. (Clark turns on flash light and shines it at a moving heap of cloth. Whitney lifts the cloth and Earl is underneath) Got him!

Clark: Earl! Hey, back off I know him. Earl, what are you-- what are you doing here?

Earl: I came to see your dad. Heís the only one I can trust.

Clark: Heís out of town. Hey, whatís wrong with you? (Clark reaches for him as he starts to shake. The veins in Clarkís hand start to bulge and turn green) Call an ambulance!


A shot of Earl being wheeled into the hospital on a gurney. Then Chloe opening a can of soda in a waiting area.

Chloe: This guy should be in a detox center.

Clark: Heís not on drugs, Chloe.

Chloe: Then why was he shaking like a junkie?

Clark: Look, Earl worked on the farm for six seasons. I spent 12 hours a day with the guy out in the fields. He even tried to teach me how to play guitar. He said it was a good way to impress women.

Chloe: Yeah, weíre all a sucker for a guy with a 6-string. How come Iíve never heard you play?

Clark: I kept snapping the guitar strings. I think Earl got sick of replacing them.

Chloe: You know, just because you spend a lot of time with someone doesnít mean you know their darkest secrets.

Clark: He was like family.

Chloe: Then why did he leave?

Clark: He took a job at the LuthorCorp plant. It was full-time and the pay was better.

Two cops enter.

Cop #1: Where can we find Earl Jenkins?

Nurse: Exam room 3, down the hall.

Clark: Excuse me. Iím a friend of Earlís. Is he in some kind of trouble?

Cop: Oh yeah.

We hear screaming from off camera.

Man: We need some help in here!

CUT TO Earlís room where a man is thrown against a shelf.

Cop: What the hell?

Cop #2 tries to stop Earlís shaking and is thrown across the room.

Clark: Earl!

He tries to help and is thrown through the window of the room.

Chloe: Are you okay?

Fade to black.


We see Clarkís feet walking into his house the next day, slipping over something gooey on the floor. There is popcorn, paper cups, pizza, and everything else from the party scattered everywhere. He sits down and rests his arm on the counter, accidentally resting his elbow in more of the mess. He gets up and uses his super speed to clean the house. When he finishes, he sits back down and puts one last apple into the fruit basket and gives the house a satisfied nod. We hear clapping and pan over to see his parents standing in the doorway.

Clark: Hi. Youíre home early.

Martha: We called six times last night, spoke with six different people, none of whom knew who you were.

Clark: It was supposed to be an intimate occasion.

Jonathan: Clark, where have you been?

Clark: The hospital.

Martha: Thatís it. Iím never leaving home again.

Jonathan: Who got hurt?

Clark: Nobody. But I found Earl Jenkins hiding in the loft. He was looking for you, dad. Heís all messed up.

Jonathan: Whatís the matter with Earl?

Clark: I donít know but heís wanted for murder.

Jonathan: Earl? (Clark nods) What did he have to say for himself?

Clark: I couldnít get close.

Jonathan: How come, the police?

Clark: No. Because when I got near him, I got sick. It was weird. I mean, every time I stood next to him, it got worse. Itís kind of like...

Martha: Like what?

Clark: Itís kind of like the way I feel around meteor fragments.


We see a nurse taking Earlís pulse through the window and a doctor comes out to talk to Clark and Jonathan. Day.

Jonathan: Whatís wrong with him?

Doctor: Well to be honest, I donít have the faintest idea. Itís amazing his bodyís been able to survive the seizures this long. Here, take a look at the x-rays. It looks like heís got some sort of mineral poisoning but itís not from any mineral Iíve seen before.

Clark: Is that why heís shaking so hard?

Doctor: Tiny fragments are embedded under his skin. His body is slowly trying to push them out.

Jonathan: How did they get in there?

Doctor: He claims there was an explosion at the LuthorCorp plant six months ago.

Jonathan: I donít remember hearing anything about that.

Doctor: Thatís because it didnít happen. I pulled the plantís safety records, I checked with OSHA and the EPA.

Jonathan: Doc, can I go in and talk to him by myself?

Doctor: Better hurry up. Metropolis P.D. will be here any minute to transfer him back to the city.

Jonathan: Thanks.

Clark: I want to go with you.

Jonathan: No. Listen, you said that you felt sick when you got around him, right? Now Iím guessing that whatever he was exposed to, itís got something to do with the meteor rocks and I donít want you passing out around here. Thatíd bring us a whole other set of problems.

Jonathan goes into the room leaving Clark at the window.

Earl: Jonathan. Am I glad to see you.

Jonathan: Hey, look. (Motions to Clark)

Earl: (Pushing button next to his bed) Clark, can you hear me? (Clark waves) Iím sorry. I didnít mean to--

Clark: Iím fine, donít worry about it.

Jonathan: All right, Earl. Whatís going on? I canít believe that youíd want to kill anybody.

Earl: It was an accident. I was trying to see Lionel Luthor.

Jonathan: Why?

Earl: Find out what they were using on Level 3.

Jonathan: Earl, youíre not making any sense.

Earl: When I got that job at the Smallville plant, I was assigned to clean Level 3. They were doing these hush-hush crop experiments, a new kind of fertilizer supposed to make corn grow twice as fast. There was something in the fertilizer that was unstable. There was a huge explosion. I was cleaning at the time, and this stuff... it got under my skin. And the next thing I know, they shut it all down and I was transferred to Metropolis. Then, two months ago, the jitters started.

Jonathan: Did you see a doctor?

Earl: I must have seen 50. But nobody could tell me what was wrong. They needed to know what I was exposed to. But when I went back to the plant, they told me that Level 3 didnít exist. That it never had. I got to find out what they were using. Thatís why I need your help. You gotta get me out of here.

Jonathan: Earl, youíre wanted for murder.

Earl: No, you donít understand. I canít control it. Iím running out of time. The jitters are getting worse. Itís already cost me my job, my marriage, my baby. I gotta get back into that plant or Iím gonna die. Help me.

Jonathan: You get some rest, Earl. (He leaves the room)

Clark: Do you think heís telling the truth?

Jonathan: I have no idea.

Clark: Iíve got a field trip to the LuthorCorp plant this afternoon. Maybe I could take a look around.

Jonathan: I know that youíre worried about Earl, but heís got more trouble than he can handle. I donít even know if heís in his right mind, so please donít... donít do anything.

We see Earl pressing the button and hearing the entire conversation.

CUT TO Earl in a wheelchair in an elevator with a cop. Earl begins to shake.

Little Girl: (Waiting outside elevator) Mommy, I donít want to go to the doctor's. Theyíre gonna give me a shot.

Mother: Theyíre not going to give you a shot.

Girl: Thatís what you said last time. (Elevator door opens and girl looks in) Mommy!

The cop is half conscious on the floor of the elevator and the wheelchair is empty and tipped over.


We see a school bus driving up to LuthorCorp. Day. CUT TO interior where the high school tour is beginning.

Gabe: Hello, everybody. Iím Gabe Sullivan, plant manager and proud father. Hi, sweetheart.

Chloe: Hi, Dad. (Steps behind Clark)

Gabe: Welcome to LuthorCorp, where we give a crap.

Chloe: Okay, somebody kill me now.

Gabe: A little fertilizer humor there. (Chuckles) All right, before we go inside, I need you to remove all your cell phones, pagers, jewelry. Anything that jangles, dangles, or rings needs to go in these plastic trays right here. All right, any other questions? (Clark raises his hand) Yes?

Clark: I heard there was a third level to the plant. Is that true?

Gabe: Yeah, yeah. Thatís where we do the alien autopsies. (Laughs) I think we better get started.

Chloe: Donít encourage him.

Gabe: This way, everybody. All right, people. letís stay together.

CUT TO Level 2. Earl is walking down a corridor and to a door at the end. He opens it to reveal a janitorís closet.

Earl: (Touching back wall of closet) No, no, no! This canít be. This canít be. This canít be. This canít be happening! Where is it? Where is it?! Whereís the elevator?!

Back to tour.

Gabe: (Pointing O.C.) Watch out for these babies. 262 degrees. They get hot.

The students follow with Clark at the end. He sees a door with an ĎAuthorized Personnel Onlyí sign slowly swinging shut and he runs through.

Gabe: This is it. The plantís mission control. 100,000 tons of animal waste is processed here every year. Trust me, the results can be pretty explosive. So if any of you had beans for lunch, Iím going to have to ask you to leave. (The students laugh)

Chloe: Among his peers heís considered witty.

Pete: Mm-hmm. Whereís Clark? (Rattling is heard from the next room)

Gabe: What the heck? Excuse me.

Gabe walks to door. Door opens and Earl comes out.

Earl: Donít move! (Puts gun to Gabeís head) Take me to Level 3. Now!

Fade to black.


Press and worried parents including Jonathan and Martha stand behind a chain link fence outside LuthorCorp.

Jonathan: (To man in a suit on the other ride of fence) We need to find out if theyíre all right. When we send our kids on a filed trip, weíd like to believe that theyíre going to be safe. If you canít do it, then we need to do it!

There is a honk as Lex Luthorís car is allowed through the gate. He steps out and back to the gate.

Lex: (Motioning to Jonathan and Martha) Let these two in. Just these two.

Jonathan: (As they walk toward the plant) All right, whatís going on here?

Lex: Thereís a lunatic inside demanding to be taken to some place called Level 3. Weíve managed to evacuate the plant, but heís taken the students hostage.

Martha: Is anyone hurt?

Lex: Not yet.

Jonathan: Whatís his name?

Lex: Earl Jenkins.

Jonathan: I know Earl Jenkins. He used to work for us.

Lex: Well, whatís he doing in my plant?

Jonathan: Well, he claims that LuthorCorp is doing some crop experiments on some secret Level 3 and thatís what made him sick. Heís convinced that itís the only place he can get a cure.

Lex: Then weíve got a serious problem, because there is no Level 3.

They look at a monitor displaying the students and Earl in the control room.

Martha: Whereís Clark?

CUT TO Clark running at super speed down a corridor. He stops in front of a group of monitors. He sees the control room, an area outside the plant, and an office. We see him run away, and on the monitor see him enter the office.


The control room.

Gabe: I swear, I donít know anything about Level 3.

Earl: Youíre lying.

Clark: (Entering) Heís not lying! (Walks in with rolled papers) I found these blueprints. There is no Level 3.

Earl takes the blue prints and opens them.

Earl: Every night, I go down to Level 2, I follow the red pipes down that long hallway, I go to the door, I open it, and I take the elevator down to Level 3! (To Clark) Youíre just like everybody else. Now you get over there and you sit down!

CUT TO shot of helicopter outside LuthorCorp.

Martha: Whoís that?

Lex: My father.

Helicopter lands and Lionel Luthor steps out.

SWAT agent: Mr. Luthor, we have a hostage situation.

Lionel: I was briefed on my way down. Lex! How did you allow this to happen?

Lex: I didnít allow anything.

Lionel: Then how did this man get inside?

Lex: I think--

Lionel: You think? Why donít you know, Lex?

Jonathan: Can we focus on whatís important? We got innocent kids in there.

Lex: This is Jonathan Kent.

Lionel: Itís been a long time, but I never forget a face.

Offers hand to Jonathan who doesnít shake it.

Lex: Kentís son is inside and they know the gunman personally.

Lionel: Whatís your assessment of this lunatic?

Lionel passes Jonathan to look at the monitor.

Jonathan: Heís sick, heís desperate, and he blames your plant for his condition.

Lionel: This Level 3 nonsense?

Lex: Iíve assured everyone there is no Level 3. That is the truth, isnít it?

Lionel: Of course it is.

Jonathan: Peopleís lives are at stake, including my sonís. What are you going to do about it?

Lionel: Iím going to let SWAT do their job. When he makes a mistake, theyíll move in.

Martha: What about the kids? You need to get on the phone and talk to him!

Lionel: Mrs. Kent, I understand how you feel. I want everyone to walk out of there alive too, but I do not negotiate with terrorists.

Martha: Heís not a terrorist! Heís sick and he needs help! If you wonít talk to him, then Jonathan will!

Lex: (To Jonathan.) Youíre not the one he blames. Is he, Dad?


The control room. The phone rings and Gabe picks it up.

Lionel: (On phone) Gabe, itís Luthor.

Gabe: (Holds phone out to Earl) Lionel Luthor.

Earl: Speaker. (Gabe presses a button) Mr. Luthor, Iíve finally got your attention, havenít I?

Lionel: Earl, why donít you come out? Weíve got a lot to talk about.

Earl: Just tell me what you were using down on Level 3.

Lionel: Youíre sick Earl. Let everyone go. Weíll get you help.

Earl begins to shake and holds onto a gas valve to steady himself.

Clark: (Standing) Earl.

Earl breaks the valve and throws Clark backwards. A gauge shows the methane level in the room rising.

Earl: Oh no. See what you made me do? See what you made me... (He goes to the camera. We see him in the monitor outside) See what you made me do?

Lex: Way to go, Dad. I see you havenít lost your touch.

Earl: Your methane gas-valve just broke. The whole place is gonna go up.

Whitney: We need to do something.

Clark: I donít think thatís a good idea.

Whitney: That manís nuts. Heís not listening to the cops and that methane gas is gonna blow.

Lana: Whitney, I donít want you to get hurt.

Whitney: Iím not putting my life in that manís hands. Two of us can take him. How about it, Clark?

Clark: I canít.

Lana: Itís okay. (Whitney stands) Whitney.

Earl: (To camera) Luthor, I trusted you. You told me you were trying to help people. (Sees Whitney coming towards him) Hey, what are you doing?!

Earl swings the gun and Whitney knocks it to the ground. He punches Whitney in the face sending him to the floor.

Lana: Whitney!

Earl: (Retrieves gun) Itís all your fault, Luthor.

Earl shoots the camera and the picture on the monitor turns to snow.

SWAT agent: We got shots fired, one hostage down. Full alert.

Lionel: What was that boy thinking?

Jonathan: He wasnít. Heís a teenager whoís been waiting for someone out here to take the initiative. Look, youíve got a hostage situation, a potential bomb in there. Somebodyís gotta do something.

Lex: Youíre right. Iím going in.

Lionel: Donít be foolhardy. This is not time for mock-heroics.

Lex: You said this is my plant. Itís my call.

Lionel: (Grabbing Lexís arm.) I wonít allow it, Lex.

Lex: Donít ever to that again. (To SWAT agent.) Tell him Lex Lulthorís coming to see him.

SWAT agent: I wouldnít advise that, sir.

Lex: Make the call.


We see the methane gauge rising. Lex enters in a bulletproof vest.

Earl: What kind of man sends his own kid to do his dirty work?

Lex: Iím not doing anybodyís dirty work, Earl. This is my plant. (To Lana who has Whitney close) How is he?

Lana: He needs a doctor.

Lex: What are we gonna do about these kids, Earl?

Earl: I never meant to hurt anybody. I tried talking to your father, but he wouldnít listen to me.

Lex: I know the feeling. (Takes off vest) Earl, you say that everybodyís been lying to you. Iím gonna tell you the truth. My father doesnít care about you. He doesnít care about anybody in this room. Because if we all die, his P.R. firm will spin it, his insurance company will pay out, and you, Earl, will go down as the bad guy.

Earl: Iím not the bad guy. Iím just trying to get better.

Lex: How are you gonna get better by killing a bunch of kids? If you let everybody go, Iíll take you to Level 3.

Earl: (Points gun at Lex) You stop lying.

Lex: Let them go, and Iíll show you where it is. Earl, trust me. Iím a man of my word.

Earl: (To students) Get out. Get out. Get out! Everybody, get out!

Clark: Do you really know where it is?

Lex: Yeah. Itís in his imagination. There is no Level 3, Clark. Now get out of here.

Earl: Clark. (Clark walks out)

CUT TO students running out through a hallway.

SWAT agent: (Listens to a head set) The kids are coming out.

Martha: Oh, Jonathan.

Jonathan: Come on, sweetheart. Theyíll come out over here.

SWAT agent: (To Lionel) We need to bring down the fire doors. The gas levels are too high. Your son will be sealed inside. Iím sorry sir.

Lionel: Do it.

We see Clark and Pete running up a ramp as the fire doors close. Clark turns back.

Pete: Clark, come on, man, we gotta go!

Clark: Donít worry about me!

Clark rolls under the fire door and runs back through the building at super speed.

Martha: (Outside) Pete! Whereís Clark?

Pete: Heís back inside, Mrs. Kent. I tried to stop him. Iím sorry. I-Iím sorry.

Martha: (To Lionel) You have to open the doors.

Lionel: Theyíre safety locked and canít be opened until the gas levels have gone down.

Martha: My son is still in there.

Lionel: So is mine.

Inside, Clark opens the door to the janitorís closet Earl found earlier. He goes to the back wall. Using his x-ray vision, he sees an elevator.

Fade to black.


The methane gauge continues to rise.

Earl: Weíre running out of time. All right. Iíve done my part. Now itís time for you to do yours.

Lex: Earl, there is no Level 3. Itís all in your head.

Earl: (Hits Lex in the back of the head with the gun) I should have never trusted you. You Luthors are all the same.

Clark: (Over the intercom) Earl, I found Level 3! They built a wall in front of the elevator but itís still here.

Earl: Stop playing with me!

Lex: Get out of the building, Clark!

Clark: Earl, itís here. Donít you want to see it? I promise.

Earl: (Grabs Lex) Come on. I want you to see the truth. (They walk down a hallway) Come on. Come on!

Clark enters the control room and turns the methane valve down.

SWAT agent: (To Lionel) Sir.

Lionel: (To someone on phone) Hold on.

SWAT agent: The gas pressure is beginning to drop.

Lionel: How did that happen?

SWAT agent: I have no idea.

CUT TO Earl and Lex at the janitorís closet where the back wall has been broken down revealing the elevator.

Earl: Son of a bitch! How do you explain that?

Lex: I canít. (They step through and the elevator dings. There are only two buttons inside) Two buttons, two levels Iím sorry, all right?

Earl pushes the metal beneath the second button and a third button appears.

The elevator opens in a dark room and he pushes Lex in. Earl flips a switch lighting up a large warehouse with a bridge across the top. The elevator is at the beginning of the bridge. Earl begins to walk across it.

Earl: I told you it was here. Huh? Where is... where is everything? There used to be-- there was a field of corn with sprayers all over it. And every night theyíd spray this green mist on it. What have you done with it?!

Lex: I donít know. They lied to me too, Earl. I had no idea this was here.

Clark: (Coming off the elevator) Earl. Letís go back upstairs and talk about this.

Earl: Itís all gone, Clark. How am I gonna get better if I donít know what poisoned me?

Lex: I didnít know about this place, Clark. Youíve got to believe me.

Clark: I believe you, Lex.

Earl: Heís lying. Heís just like his father!

Earl starts shaking and the bridge shakes with him. The bolts start popping out and the bridge tilts leaving Earl and Lex hanging off the side.

Lex: Clark! (The bridge continues to jerk and Lex is thrown off. He grabs on to Earlís legs) Oh, God!

Clark climbs down the tilted bridge and grabs onto Earlís arm. His veins bulge again.

Clark: Ah! (He pulls Earl up and Lex grabs onto the bridge. To Earl) Get to the elevator.

Earl climbs up. Clark pulls Lex up the rest of the way and they climb up together. Earl begins to shake again and Clark and Lex get to the elevator just as the bridge crumbles to the ground.

Lex: Clark, how did you pull us up?

Clark: I donít know. Adrenaline I guess.


Outside. Martha and Jonathan laugh as Clark runs into their arms.

Martha: I have never been so happy to see you in my life!

Lex: (To his father) You lied to me.

Lionel: No, no I didnít. I said Level 3 wasnít on any plans. It wasnít. Itís plausible deniability.

Lex: What were you doing down there?

Lionel: Doesnít matter. It was a failure, we closed the door and moved on.

Lex: You almost got me killed.

Lionel: No, you almost got yourself killed. It was your call, remember?

News people come towards them.

Reporter: Mr. Luthor!

Lionel: Iíll handle this.

Reporter: Mr. Luthor, what can you tell us about Level 3?

Lionel: I think youíre referring to a redundant storage area at the base of the plant. Mr. Jenkins is a very sick man who desperately needs medical attention--

Lex: (Interrupting) Thatís why my father and I have pledged to find Mr. Jenkins the best medical care possible. He was a LuthorCorp employee and here at LuthorCorp, we always put family first. Isnít that right, Dad?

Reporter: Mr. Luthor, is it true the government is trying to shut you down?

Lionel: No, no, no. No more questions, please. My son has been through quite an ordeal today.

Lionel hugs Lex loosely.)

Lex looks over at Clark and his parents who are still hugging and smiling.


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