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Airdate: January 15, 2002
Written by: Mark Verheiden
Directed by: David Carson
Transcript by: Kerrplop


Fade in on outside shot of Metropolis MuseumóLuthor Hall. Night. Inside, Clark looks at a jeweled breastplate on display. It has a gold snake curled into an S in the middle.

Lex: You know it belonged to Alexander the Great? They said the design symbolizes strength and courage.

Clark: I canít exactly see myself going into battle with that on my chest.

Lex: Darker times call for darker methods. His opponents thought he was invincible.

Clark: I didnít know you were such a history buff.

Lex: Iím not. Iím just interested in people who ruled the world before they were thirty.

Lana walks up.

Lana: Donít worry, Lex. You still have a few years to go.

Clark: Lana, I didnít know you were going to be here.

Lana: Didnít Lex tell you?

Lex: Mustíve slipped my mind. Why donít I leave you two alone?

Lex Leaves.

Lana: Having fun?

Clark: Yeah, well, Iím feeling a bit underdressed.

Lana: If it makes you feel any better, Whitney is just as uncomfortable.

Clark: Whitney came too?

Lana: Why donít you join us? Iím going to go yank Nell away from the jewelry exhibit so we can eat.

Clark: Yeah, sure.

Lana leaves. Clark walks away not going over to Whitney, but passing Lex.

Lex: Clark, where are you going?

Clark: Iím going to get someÖair.

Lex: You know, youíre never going to get her if you keep running away from your enemy.

Clark: Whitneyís not my enemy.

Lex: Yes he is, Clark, and the sooner you realize that, the sooner youíll find a way to win Lana. Just remember, keep your friends close and the quarterback closer.

Victoria Hardwick walks up to Lex and Clark.

Victoria: Always the hopeless romantic, Lex.

Lex: Victoria?

Victoria: Iím sorry. Am I interrupting?

Lex: Clark Kent, this is Victoria Hardwick, a very old friend.

Clark: Hi. Clark and Victoria shake hands, and then she turns to take a glass of champagne offered by a waiter.

Clark: (Quietly, to Lex) How close are you going to keep her?

Lex: Iíll catch up with you later, Clark.

Clark leaves.

Lex: Want a private tour?

Victoria: I thought youíd never ask.

Metropolis MuseumóExterior
A man is beating up another man.

Sam Phelan: (Knocking the other man to the ground and holding up a Metropolis Police badge) You see this? Iím the only reason youíre not in a cage right now. Now you get into the IA and you get me those files.

Man: What, is one of them yours?

Phelan kicks him in the face.

Phelan: You got twenty-four hours to get creative. Start thinking.

Phelan looks at the door of the museum and sees Clark walking down the museum steps

Clark: (Walking down the stairs, to himself) Well, Welcome to Metropolis.

Clark spots a homeless man and a dog sleeping on the bench of a bus stop.

Clark: More or less.

A bus comes around the corner. The driver starts yelling and clutching at his chest. It gets Clarkís attention when the bus starts hitting parked cars. The driver collapses and the bus is headed for the bench with the sleeping man. Clark darts in front of it with super speed and stops the bus with his body. He steps out of the mess and super speeds away as people start coming out of the museum.

Phelan approaches the wreckage. He touches the bus and looks in the direction Clark ran.

(opening credits)


Kent FarmóBarn Interior

Jonathan is struggling with a generator on a pulley in the loft. Day. Clark enters carrying a newspaper.

Clark: Dad, let me help you.

Clark grabs the chain with one hand and raises the generator up easily.

Jonathan: Donít break a sweat.

Martha: So, night owl, how was Metropolis.?

Clark: Fine.

Martha: Come on. A reception at the Metropolis Museum and it was just ďfine?Ē

Clark: The museum was amazing. Itís just...

Jonathan: Itís just what?

Clark: Something happened.

Clark hands Martha the newspaper and shows it to Jonathan. The headline reading ďMetro Bus Crashes Museum Gala.Ē

Clark: It could have been worse. I stopped the bus before anyone was hurt.

Martha: Clark, are you all right?

Clark: Iím fine.

Jonathan: What if somebody had seen you do it?

Clark: Dad, everyone was still in the museum.

Martha: I think itís fine. Thereís no mention of any witnesses in the paper.

Clark: Look, I better get to school.

Martha looks pointedly at Jonathan.

Jonathan: Hey, Clark. Look, I am real proud of what you did.

Martha: We both are. (Clark smiles)


We see a man waiting in a car as Phelan drives up. Day.

Phelan: Did you bring them?

Man in car: You know Iím not supposed to do this.

Phelan: And Iím not the one with a DUI on my record. You wouldnít believe how many rent-a-cops forget to fill out the previous criminal record section on their job apps.

Man #2 hands him an envelope. Phelan takes out surveillance photos from the Metropolis Museum. The third picture he looks at is of Clark and Lex.


Lexís study. Day.

Lex: So what do you think of Smallville?

Victoria: It reminds me of the village where my grandparents live in Wales. Very quaint, very safe, and the last place I expected to find Lex Luthor.

Lex: My father plans to bring me back to Metropolis in a few years.

Victoria: Heís lying.

Lex: I know.

Victoria: You deserve something better.

Lex: And youíve crossed the pond to tell me what that is.

Victoria: Catching up with an old friend isnít reason enough?

Lex: As much as Iíd like to flatter myself, the daughters of multi-national industrialists usually donít fly around the world to rekindle old flames. Neither do executive vice presidents.

Victoria: Then youíve heard.

Lex: That youíre working for your father? I keep up. How is Sir Harry?

Victoria: Distant, inaccessible, and rich. I believe you know the type.

Lex: Whatís he want with me?

Victoria: He understands you may have certain negative feelings towards your father.

Lex: Sir Harry has always had an incredible grasp of the obvious.

Victoria: He was hoping those feelings might work to our mutual advantage. Heíd like you to reconsider your position with LuthorCorp.

Lex: So he sent you here as an incentive.

Victoria: Iíve missed you, Lex.

Lex: Iím touched. Do you have a proposal?

Victoria: First I think Iíd like something else. (They kiss.)

Act 1 Scene 4

Clark and Chloe sit in front of a computer at The Torch. Day.

Clark: Another scathing editorial?

Chloe: Is there any other kind?

Lana: (Entering) Clark, what happened to you last night?

Clark: I wasnít feeling well. I guess Iím not much of a city guy.

Chloe: You can take the boy off the farm, but you canít take the farm out of the boy.

Principal Kwan: (Enters with an issue of the Torch) Is this your idea of a joke? Concerned parents have been calling all morning.

Chloe: Well, what have you been telling them?

Kwan: What the EPA and other environmental groups said years ago. The meteor rocks are harmless.

Chloe: People have a right to know about the strange things that happen in this town.

Kwan: The Torch is a school paper. Itís not your own personal tabloid.

Chloe: Are you censoring me?

Kwan: Iím requiring you to do your job, which is report on relevant school events. Sports, dances, clubs. Iím relieving you of your duties. The Torch is suspended until I can appoint a new editor. (He leaves)

Chloe: Okay, what just happened?

Pete: I think you were fired.

Clark: Chloe, Iím sure thereís something we can do.

Lana: Let me talk to Kwan.

Chloe: Not to sound ungrateful or anything, but what do you think you can do?

Lana: I donít know, but let me give it a shot.


The Beanery. Day. Lex walks past Phelan.

Phelan: Afternoon, Lex... or is it Mr. Luthor here in Smallville?

Lex: Phelan. Isnít Smallville a couple counties out of your jurisdiction?

Phelan: Well, I donít need jurisdiction to look up an old friend.

Lex: We were never friends. If you want to see me, call my office.

Phelan: Whenís it happen, Lex?

Lex: When does what happen?

Phelan: When do you turn on the people that help you? How many times did I pull you back from the edge? Youíd be dead now if it wasnít for me.

Lex: You were on my fatherís payroll, his go-to guy in the department. You got paid to fix situations, so donít try and pretend it was anything else.

Phelan: You have a good life here, Lex. Iíd sure hate to see that get compromised.

Lex: You canít touch me and you know it.

Phelan: Iím looking for a witness. I think he saw last nightís accident outside the museum.

Lex: And this concerns me why? (Phelan shows him a picture of Clark and Lex) Sorry, I donít know who that is.

Phelan: Hmm. Iíd have pegged you for buddies.

Lex: Guess youíre losing your instinct. Maybe you should think about retiring. (Walks away)


Clark enters the loft. Day.

Clark: Hello? Hello? Anybody home? (A thump is heard) Dad, is that you? (He sees a Metropolis Police badge on the ground and kneels to pick it up) Metropolis Police?

Above him, the generator on the pulley falls, pinning him to the ground on his back. He throws it off. Clapping is heard.

Phelan: Kid, I donít know what theyíve been feeding you, but that was pretty impressive.

Clark: Who are you?

Phelan: I am your new best friend, Clark.

Clark: How do you know my name?

Phelan: Oh, I asked around. Thatís the beauty of a small town. Everyoneís just so eager to help. (Picks up his badge) A far cry from Metropolis.

Clark: What do you want with me?

Phelan: Your help. You see, Clark, Iím in a battle that I canít afford to lose. Because if I do, the bad guys win. And you have this gift that I need.

Puts his hand on Clarkís shoulder and Clark pushes it away.

Clark: Iíll never help you.

Phelan: (Whistles) You have a secret you donít want the world to know about. Iím guessing thatís why you didnít stick around for the TV cameras last night. You want to keep things that way, youíll do as I say. (Starts to leave) Drop by that overpriced coffee shop tomorrow afternoon and weíll talk about your future. (Looks at generator) Nice catch.

Fade to black.


Jonathan, Martha, and Clark in the Kentsí kitchen. Day.

Jonathan: He just dropped the generator right on top of you?

Martha: How did he know it wouldnít kill you?

Clark: He saw me stop the bus last night.

Martha: Maybe we should call the police.

Clark: He is the police. I saw his badge, Metropolis P.D. Dad... look Iím sorry. I didnít mean for any of this to happen.

Jonathan: Clark, you didnít do anything wrong, okay?

Clark: He told me to meet him at the Beanery tomorrow.

Jonathan: I donít want you going anywhere near this guy. Iíll talk to him and Iíll find out what he wants.

Clark: Until then--

Jonathan: Until then, you live your life, you see your friends. And weíre not gonna let this change us. (Clark leaves.)


Clark looks at the stars from the loft.

Lex: (Entering) You look like youíre carrying the weight of the world. (Clark jumps) Sorry if I surprised you, but thereís really nowhere to knock.

Clark: Itís okay. Thanks again for last night.

Lex looks through the telescope.

Lex: Your first visit to Metropolis and youíre involved in a police investigation? That has to be some kind of record.

Clark: Howíd you know about that?

Lex: The detective in charge came to see me first.

Clark: Whatíd he tell you?

Lex: Not much. Maybe thatís whatís bothering me.

Clark: What do you mean?

Lex: Metropolis police usually donít send detectives to investigate traffic accidents. So I made a call. Turns out the official investigation is already closed. Clark, you really donít want Sam Phelan in your life.

Clark: You know him?

Lex: Unfortunately. I had my share of legal problems when I was in Metropolis.

Clark: Serious?

Lex: Expensive. Phelan was the kind of officer my father felt we could turn to for help.

Clark: Youíre saying heís a dirty cop.

Lex: Iím saying heíll do whatever it takes to get the job done. Plant evidence, falsify reports, anything is fair game and if heís got something on you, Clark, heíll use it.

Clark: He just wanted to talk.

Lex: Then youíve got nothing to worry about.


Jonathan comes into the Beanery where Phelan is already seated. Day.

Phelan: Mr. Kent. Sam Phelan, Metropolis P.D. I figured youíd be the one to show.

Jonathan: What do you want with my son?

Phelan: Weíre both rational adults. Letís sit down--

Jonathan: I donít think a rational adult drops a generator on top of a teenage boy, do you?

Phelan: Well, we both know it wouldnít hurt him.

Phelan motions for Jonathan to sit. He does.

Jonathan: All right. What do you want?

Phelan: I just want Clarkís help.

Jonathan: With what?

Phelan: Look around you, Mr. Kent. You know what you see? The veneer of safety. Now, people like me are sworn to protect that. Iím the guy standing between the criminals and respectable citizens like yourself. Now, Clark has... a gift and I would like to use his talents to further my cause.

Jonathan: I will not let you exploit my son.

Phelan: Iíve spent the morning going through the local police files. Clarkís name comes up quite a bit.

Jonathan: Clark has never been in trouble a day in his life, Phelan.

Phelan: No arrests, but heís been around a lot of crime scenes. Now, maybe thatís coincidence or maybe itís just his natural instinct to get involved.

Jonathan: Okay. I will give you whatever you want. You just stay way from my family.

Phelan: But I want your son.

Jonathan: No.

Phelan: Iíll be in touch. (Gets up and leans into Jonathanís ear) Of course if you donít agree, I will tell the world what I know. Best case, Clarkís under a microscope, worst case, heís a freak in a jar. Either way, his normal life is over.

Jonathan grabs him and slams him onto the table.

Jonathan: Donít push me!

Phelan: Whoa! Easy there, Mr. Kent. (Jonathan lets him up. To everyone watching) We were just talking. You know, if I were you, Iíd learn to keep that temper in check. That could get you in a lot of trouble.


Clark is at The Torch viewing headlines on the computer screen. Day. We see ďAssault Charges Dropped Against CopĒ and ďExcessive Force Alleged.Ē Chloe enters.

Chloe: Hey, Clark. (He turns off the computer) You okay?

Clark: Fine. Just doing a little research.

Chloe: Have you heard anything about Lanaís meeting with Kwan?

Clark: Chloe, Iím sure itíll work out.

Lana: (Enters) Hey.

Clark: So howíd it go?

Lana: Well, itís interesting.

Chloe: Bottom line it. When can we send out the next issue?

Lana: Day after tomorrow.

Chloe: Cool.

Lana: Except, uh... um, Kwan made me the new editor.

Chloe: Okay uh - rewind. I need you to say that last part again.

Lana: After I made my case, Kwan said if I had that much passion, I should be in charge.

Chloe: I donít believe this!

Lana: Chloe, itís the only way heíd reopen the paper.

Chloe: So what, cheerleadingís not enough? Maybe the editor of the school newspaper looks better on a college application.

Lana: That isnít it. I just figured you could ghost-write until we got you reinstated.

Chloe: Okay, so then I would work for you?

Lana: The paper would still be yours.

Clark: Wait, wait. Chloe, think about it. Itís not a bad idea.

Chloe: It figures youíd side with her.

Clark: Iím not taking anyoneís side.

Chloe: Yeah right, Clark. Youíre completely objective in all things Lana.

Clark: (Hurt) Iíve gotta go.

Chloe: No, please, Clark stay! Take my desk!

Lana: Chloe, this isnít what you think.

Chloe: You know what the weirdest part is? For a millisecond I almost thought you were my friend. (She leaves)


Clark is walking outside the Beanery as Phelan drives up. Day.

Phelan: Get in, kid.

Clark starts to walk away but Phelan pulls forward knocking over a garbage can.

Clark: What do you want, Phelan?

Phelan: Well, your father came to see me. He seemed like a really good man, always putting his family first. Now if I were you, Iíd start thinking like him.


Lex and Victoria sit before a fire in his castle. He pours her a drink.

Victoria: I see youíve had a chance to read my fatherís proposal.

Lex: I didnít have to.

Victoria: Oh, so youíve added mind reading to your many abilities.

Lex: I know why youíre here, Victoria. Sir Harry wants to take over LuthorCorp and he needs my shares to do it. Your father didnít dream up this little plan, did he? Do you think if you take over LuthorCorp Daddy will finally give you the respect you deserve? He wonít, Victoria.

Victoria: So what are you suggesting?

Lex: You came to play on my hatred of my father. Now Iím going to play on yours. Why take on company when you can take two?

Victoria: You know theyíd probably kill us.

Lex: Probably. But thatís what makes life interesting.

They clink glasses.

Act 2 Scene 7

Phelan and Clark pull up outside a dark building in Metropolis. Night.

Clark: What are we doing here?

Phelan: You want to know the biggest obstacle to my job, Clark? Itís not the perps, itís the bureaucracy. I mean, how am I supposed to fight crime with one hand tied behind my back?

Clark: I thought you said we were going after bad guys.

Phelan: Oh, we are. Theyíre called Internal Affairs. In fact, the head of the IA division lives right up there on the fifth floor.

Clark: (Getting out of the car) Iím not gonna hurt anybody!

Phelan: Relax. Youíre just gonna help me retrieve some files. You see, these IA types, they have a real trust problem. It turns out the deputy chief keeps all of his most sensitive case files at home. The manís got a safe. So you find it, you open it, and you bring me whateverís inside. You do this one thing for me, and Iíll never trouble you again.

Clark: I know what youíre about, Phelan. Lex Luthor told me.

Phelan: Well, your friend Lex isnít exactly on the side of the angels. Heís got his secrets just like you. Itís apartment 517.

CUT TO a shot of a lock popping out of the door. Clark enters and looks around the apartment. He sees a painting on the wall and using his x-ray vision, sees the safe behind it.

We see Phelan waiting outside, his car behind him. The safe lands on the car with a crash.

Clark: (From a window on the fifth floor) Hey, Phelan! (He smiles and uses his super speed to run down to the car. He holds up a file) Want your file? Itís all yours.

Gives it to him. There are sirens approaching.

Phelan: Did you call them? (Clark super speeds away) Youíre making a big mistake...

Realizes Clark is gone. The cops pull up, surrounding him.

Fade to black.


Clark comes down the stairs joining his parents in the kitchen. Day.

Clark: Morning, guys.

Martha: What time did you get in last night? I didnít hear you.

Clark: Uh... late. I was helping Lana at the Torch. I sort of lost track of time.

Jonathan: Clark, has um... has Phelan tried to contact you?

Clark: Dad, donít worry. I think heís out of our lives forever.

There is a knock at the door. They see two cops through the screen.

Jonathan: Ethan, Bob, whatís going on?

Ethan: We got a warrant. Itís a warrant to search your property, Jonathan.

Jonathan: A warrant? Come on in. What for?

Ethan: We got a tip from the Metropolis P.D.

Third cop enters.

Cop #3: You better come and take a look at this.

CUT TO a dead man with a bullet wound to the chest in the barn.

Ethan: Looks like he was shot in the heart. You want to explain to me what a dead bodyís doing in your barn, Jonathan?

Jonathan: I have no idea. Iíve never seen that man before.

Cop #3: Ethan, we found this hidden under the seat in the truck.

Holds up a gun in a plastic bag.

Jonathan: That is not my gun, and I have no idea how it got in my truck.

Ethan: Iím sorry, Jonathan, but weíre gonna have to place you under arrest.

Clark: Dad...

Jonathan: Itís all right. Call Bill Ross and have him meet me at the jail.

Clark: (Running in front of the cops) Youíre not taking him!

Jonathan: Clark. Clark! I need you to stay here and I need you to be strong.

Jonathan leaves with police.

Martha: Iíll follow in the car.

Clark comes back into the house. He pounds one of the wooden support beams, breaking it.

Phelan: (Entering) Thatís what you get for trying to be a hero, Clark. Youíre a pretty smart boy, but you forget. Iíve been doing this a long time.

Clark: Whoís that man?

Phelan: Did you really think you could double cross me? Clark, my job is about scenarios. You never enter a crackhouse with one plan, you go in with ten! Thatís how you survive! The truth is, kid, you didnĎt leave me a lot of options!

Clark: I want my dad out of jail.

Phelan: You complicate my life, Iím gonna complicate yours!

Clark: (Slamming Phelan against another beam) Call them now and tell them what you did!

Phelan: What is it, Clark? You wanna kill me? You think thatís the answer to your problems?

Clark: I want him out!

Phelan: Then we both want something. Only you have a lot more to lose. (Clark lets go of him) I donít want anymore surprises. Iím gonna let you think about last night. Stay close, Iíll be in touch.

Phelan leaves.

Act 3 Scene 2

Lana at the Torch. Day. Clark enters.

Lana: Clark, what are you doing here?

Clark: Hiding out.

Lana: I heard about your dad. I know it isnít true.

Clark: Thanks. How are you doing?

Lana: To be honest, Iím in way over my head. All I wanted to do is help Chloe out and now I feel like Iíve completely screwed up everything. I guess thatís what you get when you try to be a hero.

Clark: I know the feeling. Do you ever think your auntís life would be simpler if she hadnít adopted you?

Lana: Clark, whatís going on?

Clark: It just seems like all I ever do is complicate my parentsí lives.

Lana: You canít blame yourself for whatís happening with your dad. Every family goes through rough times. When I was ten, I tried to run away to Metropolis. Nell found me at the bus stop. It was freezing. As she was driving me home, I asked her if she regretted adopting me. She stopped the car. I remember because it started snowing. She looked me in the eye and she said it was the best thing she had ever done. She didnít love me any less because I was adopted. She worried about me more.

Clark: Iíve gotta go.

Lana: Donít worry, Clark. Itíll all work out.


At the jail, Jonathan and Clark sit on either side of the glass at the visiting booth. They both pick up the phones.

Jonathan: Hi, son. Whereís your mother?

Clark: The police are questioning her. (Pause) I lied to you.

Jonathan: What do you mean?

Clark: I did see Phelan again.

Jonathan: When?

Clark: Last night. I went with him to Metropolis broke into an apartment, found a safe with confidential files.

Jonathan: Oh, Clark.

Clark: I didnít have a choice.

Jonathan: Well, Iím sure thatís what he wanted you to think, but you always have a choice, son.

Clark: I was protecting you and mom.

Jonathan: You cannot protect your mother and I by lying to us. Come on!

Clark: Dad, thereís more. Phelan came back after you were arrested. I got so angry that I grabbed him. And for a second, I wanted to... I wanted to kill him.

Jonathan: But you didnít, right?

Clark: Yeah, but I was close.

Jonathan: (Puts his fist against the glass and Clark meets it with his own) Believe me, son, I know all there is to know about losing your temper. But you canít afford to do it. This is Phelanís game, and he will play your fear and your anger but you cannot let him get to you.

Clark: I donít care. I wonít let anybody hurt you and mom.

Jonathan: And he knows that. But once you cross that line, thereís no going back.


Lex is sitting in the Beanery and sees Clark walking outside. He gets up to catch him. Day.

Lex: Clark. I just heard about your dad. Is he all right?

Clark: Heís hanging in there.

Lex: Itís Phelan, isnít it? Whatís he got on you, Clark?

Clark: Just stay out of it, all right? Please.

Lex: Listen to me. You may think you know how a guy like Phelan works, but youíd be wrong.

Clark: Sounds like youíre an expert.

Lex: I understand his world.

Clark: Yeah, he told me you have secrets.

Lex: There are parts of my life Iím not proud of, Clark. But I donít want to see you or your family hurt. Now let me help.

Clark: You canít Lex. I gotta handle this on my own. (He walks away)


Clark sits on the steps of the loft. Night. Phelan enters.

Phelan: You busy, Clark?

Clark: What do you want from me?

Phelan: Thatís complicated. After last night, Iíve got Internal Affairs asking me more questions than I want to answer.

Clark: Itís your problem.

Phelan: No, itís our problem. But our next bit of business is gonna be our last.

Clark: Look, I donít care. You can tell the whole world about me.

Phelan: Clark, you may not care about yourself, but think about your parents. Now, your fatherís in jail on a murder charge, and whether he beats it or not, heís gonna lose this farm just paying legal fees. I can still make all that go away. (Snaps his fingers) So whatís it gonna be?

We see Phelan and Clark driving away. Lex is waiting outside the farm in his own car and follows, unseen.

Fade to black.


Phelan pulls up to Metropolis Museum. Night.

Clark: What are we doing here?

Phelan: Since I couldnít pick up my Internal Affairs records, I figured it was time to pick up my retirement package.

Clark: The breastplate. You want me to steal it for you.

Phelan: I donít give a damn about the breastplate. I just want the ten million dollars worth of jewels that are on it. Come on.

They get out of the car and walk towards the museum.

Clark: So we just gonna bust in?

Phelan: Not quite. See, Metropolis P.D. keeps blueprints on all high-security buildings in the city, so I know this place better than the architect. The security system all runs through this junction box. (Shines flashlight at box on the side of the building) Open it up.

Clark: Is it alarmed?

Phelan: They only alarm things they think somebody could get through. Clark, Iím getting pretty bored with this. You want your old life back, you do it.

Clark bends back the metal of the box.

Clark: Cameras are one thing. What about the guards?

Phelan: (Dialing his cell phone) Theyíre about to get real busy. (To the phone) Yeah, Metropolis Museum? You have two minutes to leave the building. Thereís a bomb outside.

CUT TO Lex outside the museum. He sees the guards running out the doors and down the stairs.

Back to Phelan clipping the wires.

Phelan: The cameras are all dead in Luthor Hall.

We see Lex looking into a newspaper dispenser with a small box inside. He puts in some change and takes it out.

CUT TO Clark and Phelan at the breastplate display. Itís surrounded by bars.

Phelan: Kid, show me the magic.

Clark bends the bars apart and punches through the glass.

CUT TO Lex opening the box and pulling out an alarm clock. He tosses it to one of the guards.

Back to Phelan taking the breastplate.

Phelan: We are gonna make a great team.

He puts it in a bag and zips it shut. Clark uses his x-ray vision to look through a wall and sees the security guards.

Clark: Weíll never be a team. (He grabs the bag and throws it through a high window. It lands next to Lex and the guards) You might be able to explain the safe, but your fingerprints are all over that breastplate.

Phelan: You might be strong, but youíre not bulletproof!

He pulls out a gun. We see him pull the trigger and the bullet comes out in slow motion. Clark leans out of the way. It shatters the glass of another display case. Clark is gone.

Phelan: What are you?!

Lex and the guards come in and Phelan opens fire.

Guard: Get down!

One of the guardsí bullets hits Phelan. Lex kneels down next to him.

Lex: Phelan, whereís Clark? I know he came with you. Just tell me what you had on him.

Phelan: G-go to hell, Luthor. (He dies)


Jonathan comes through the front door of the Kent home. Day.

Jonathan: All the charges have been dropped with profuse apologies from the state and Metropolis Police Department.

Martha: Then itís finally over.

Jonathan: This time. Unfortunately thereís more than one Phelan out there in the world.

Clark: What do we do next time?

Jonathan: I donít know, son. Weíre just gonna have to deal with it when the time comes.

Clark: Maybe I should stop using my gifts. That would solve all our problems.

Martha: No it wouldnít, Clark. Your gifts are who you are. You canít live in fear.

Jonathan: Although a little caution wouldnít hurt.

Martha: Clark, are you sure nobody saw you last night?

Clark: Iím positive, Mom.


Lana at the Torch. Day. Principal Kwan enters with another issue.

Kwan: Miss Lang! Whatís this?

The headline reads ďKwan Crushes Freedom of Speech.Ē

Lana: Itís a news story.

Kwan: Itís unacceptable.

Lana: Why? It covers all of your criteria. It deals with a student, a school-sponsored club, and there are no mutants in sight.

Kwan: Did you do this because you thought Iíd reinstate Miss Sullivan?

Lana: I did this because itís the right thing to do. Chloe was born for this job.

Kwan: Although I do admire her passion, her reporting lacks accuracy.

Chloe: (Enters) I can work on that.

Kwan: If you want your job back, Miss Sullivan, donít print what you canít prove. Do we have a deal?

Chloe: Yeah. Thank you, Principal Kwan.

Kwan: Donít thank me. Thank Miss Lang. (He leaves)

Lana: Congratulations. You deserve it.

Chloe: Thanks. Uh... you know. Lana, Iím sorry I flipped out on you the other day. I just... you know, the paperís kind of my identity and itís like the only thing that Clark and I do together and when I saw you here--

Lana: You thought I was trying to cut Clark out of your life?

Chloe: Nobody ever said I was rational.

Lana: I want to be friends with you, Chloe. But I donít want to stand between you and Clark.

Chloe: (Her eyes tear up) Oh no. Donít worry. Thereís nothing between us. Weíre just good friends. How about you?

Lana: Same thing. Weíre just friends.

Chloe: Good. Iím glad we got that out of the way. Now, letís see what youíve messed up since Iíve been gone.


Lex sitting at his computer. Night. We see surveillance footage from the museum the night before. Something darts across the screen, blurred with speed.

Victoria: Lex, are you gonna come to bed?

Lex: In a minute.

Victoria exits. Lex leans into the monitor. We see the footage again. It pauses just as the blur is in the center of the screen.


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