Original Air Date on October 27th, 2004

Clark is practicing football by himself outside the Kent farm. Day. He is bent over holding the football against the ground. He stands across from a line of grazing cows that strangely resembles a line of football players crouched down and about to play.

Clark: 31! 42!

One of the cows moos at Clark.

Clark: Hut!

Clark picks up the ball and turns away from the line of cows, running toward the fence in the other direction. He fakes to the left, then turns around to face the cows again, clutching the ball in his right hand and chucking it across the field. The ball slams into a hanging wooden bucket of water, and the bucket explodes into pieces, splashing the water everywhere. The cow moos again, more loudly. Clark throws his arms up.

Clark: And the Crows take the state championship! Ha ha ha!

Jason and Jonathan walk up behind Clark smiling. Jason applauds.

Jason: I knew you were talented. I didn't know you could see the future.

Clark turns around, his smile fading.

Clark: [Embarrassed.] I was just practicing.

Jason: That's good. It's good to visualize game-winning plays, especially when the coach from Metropolis University is coming to the game on Friday night to check out the new star quarterback.

Clark: [Excited.] Are you kidding me?

Jason: I don't kid about football.

Clark: That's great. I'm ...

A high-pitched screeching suddenly fills Clark's ears and he grabs his head in pain. Jason and Jonathan don't hear anything.

Jason: You okay?

Clark walks away grunting and holding his ears.

Jonathan: [Worried.] Coach, I'll take care of him. Thanks for stopping by. That's great news.

Jason watches with confusion as Jonathan catches up to Clark.

Jonathan: Clark!

Jason leaves.

Jonathan: Clark. What's the matter, son?

Clark: I hear a ringing.

Jonathan: Can you tell me where it's coming from?

Clark: [Still in pain.] I have to go.

Clark super speeds away.

Jonathan: Clark!

Cut to an outside sh*t of the Kansas State Penitentiary. Day. Inside, Lex is seated at a table in the visiting area. Nearby, Lionel who is wearing an orange jumpsuit is escorted down the stairs by a guard. The guard then leaves Lionel's side, and Lionel clears his throat as he walks slowly to the table pulling out the seat across from Lex. Lionel is moving very slowly and weakly. His face is pale.

Lex: [Flat, uncaring.] You don't look well, Dad. Forget to take your vitamins?

Lionel: [Softly.] I know how deeply angry you are, Lex. [He sits down.] You let them put me in this godforsaken place because of that anger. But it's too late to change anything now.

Lex: So I've heard. A month left before your liver gives up on you for good. [Lionel shakes his head unhappily.] What, you didn't think I'd trek all the way out here without having a chat with your doctor?

Lionel: I wanted to see you, Lex, to say goodbye. Face to face.

Lex smiles coldly and lowers his eyes.

Lionel: I have done many things in my life that I have come to regret. But there is one thing I'll never forgive myself...

Lex looks Lionel in the eye.

Lionel: I never... said... I love you.

Lex's face is without emotion. Lionel has tears in his eyes as he holds his hand across the table, offering it to Lex.

Outside the penitentiary, we see Clark super speed onto the grounds and into the building.

Inside, Lionel is still holding out his hand. Lex looks at it doubtfully.

Lionel: Please.

Lex's mouth twitches and his eyelids flicker as his resolve begins to weaken. Clark enters the visiting area, still hearing the screeching noise. He looks around and notices Lionel and Lex seated across the table from each other, Lionel with his hand held out. Lionel's other hand is resting under the table in his lap, and Clark focuses on the hand, using his X-ray vision to look through it. He sees that Lionel is holding a small stone with a symbol engraved in it, the same symbol that was b*rned onto Lana's back.

At this point, Lex finally gives in and lifts his arm up to take his father's hand.

Clark: Lex, no!

Clark runs to Lex and tips the table over before Lex can take Lionel's hand. Lex falls to the floor. Clark then grabs Lionel by the shirt and pulls him out of his seat, holding him tightly by the lapels. We see the stone in Lionel's hand and the symbol gives off a golden glow as he touches the back of Clark's hand with the stone.

Shimmering energy swirls around Clark and Lionel as they remain in that position, unable to move. Then a white energy flies up from Clark's body as a green energy flies up from Lionel's body. The energies switch places and the green enters Clark as the white enters Lionel. For a split second, both of their faces change. Clark's face ages and Lionel's face becomes younger. But just as quickly, their faces go back to normal and they are blown apart. The swirling energy disappears.

Both Lionel and Clark look around, confused. Lex is still kneeling next to the fallen table. He is just as confused as Clark and Lionel.

Lex: Clark?

Lionel turns around to face Lex, responding to Clark's name.

Lionel: [Panicked.] Wha ...

He looks at the stone in his hand, then at Clark, realizing that the stone caused a body switch. He is Clark in Lionel's body, and Lionel is in Clark's body. Two guards grab Lionel and start to pull him away.

Lionel: Wha ...

A small awestruck smile begins to form on Clark's face as he realizes that the body switch worked. The men continue to drag Lionel away.

Lionel: [Terrified.] What are you doing? What are you doing? Wait ...

Lionel sees himself in a mirror and is shocked at the face looking back at him. He struggles even more.

Lionel: Let me go. Let go of me! Lex! Lex!

Guard: Come on!

Lionel: Let go of me!

Lionel is pulled away. Two more guards are holding Clark by the arms as Lex finally gets to his feet and walks toward him.

Lex: [Angry.] What the hell are you doing here?

Clark pauses, coming up with a story.

Clark: Your father, he... he wanted to see me.

Lex: Did he ask you to tackle me to the floor while you're at it?

Clark: [Lying as fast as he can.] He had something sharp, Lex... A Kn*fe.

Lex: [To the guards.] Let him go.

The guards let go of Clark and step away. Clark looks at the guards as if surprised that they actually let go of him. He leans toward Lex, becoming excited.

Clark: Let's get out of here, Lex. [Lex looks at him strangely.] Now.

Lex walks past Clark toward the door, and Clark follows. On the way, he sees his young reflection in the mirror and slows down long enough to stare at himself in fascination.

[Opening credits]

Clark and Lex arrive outside Clark's house in Lex's car. Day. Lex parks the car near the barn.

Lex: Clark, you don't seem like your usual self. You barely said a word the entire ride home.

Clark: [Flat.] Sorry. Being in that prison... I guess it upset me.

Lex: Yeah, well, it isn't exactly the happiest place on earth.

Clark: No, it isn't, Lex. [b*at.] Do you ever feel guilty? Sending your father to prison, I mean.

Lex: Why would I? The man m*rder his parents. I did society a favor.

Clark: [Toying with Lex.] And that blood relationship, it doesn't mean anything to you?

Lex: Clark, since when did you become president of my father's fan club?

Clark: You're right. Of course.

Clark gets out of the car with a faint smile, and leans over next to the window to look at Lex.

Clark: He's only your father. Why should you feel anything?

Lex looks back at Clark, visibly jarred. Then Clark walks away from the car and Lex backs out of the driveway. Jonathan is nearby kneeling next to the tractor which he is fixing.

Jonathan: Hey, Clark.

Clark: [Awkwardly.] Dad.

Jonathan: Yeah, come on over here, son. I'm glad you're back. Your mother and I were really getting worried about you. Are you feeling all right?

Clark: I feel fine.

Jonathan: Well, that's a relief. [He stands up.] You know, it's never a good sign when people around here start hearing strange noises. Look, since you're here, why don't you give me a hand? Lift it on up. [He motions to the tractor.]

Clark: [Confused.] Lift? Lift what?

Jonathan: The tractor. It's been giving me trouble all week. I need to check out the rear end. Come on, lift it up.

Clark looks at the tractor strangely, then smiles at Jonathan, shaking his head.

Clark: How would I do that?

Jonathan: You're very funny, Clark, but I don't have all day. Lift up the tractor, please. Come on.

Clark remains still, looking at the tractor with growing interest.

Jonathan: Let's go!

Jonathan walks to the side of the tractor as Clark walks to the front end. Clark takes the end of the tractor in his hands and slowly lifts it into the air. His jaw drops with wonder as he pulls the front of the tractor off the ground easily.

Jonathan: [Growing impatient.] That's really nice, but I'm not 5 foot 4. Lift it up over your head. I need to get under the back.

Clark nods and adjusts his grip, lifting the entire tractor into the air above his head. His expression is one of pure shock.

Jonathan: All right, that ought to do it.

Jonathan steps underneath the tractor to look at it as Clark begins to understand.

Clark: [To himself.] Of course, yeah. It all makes sense now.

Jonathan: What's that?

Clark: Oh... It's just... Boy, is it dirty under here.

Jonathan: Are you sure you're all right?

Clark: [With an odd grin.] I've never felt better in my life.

Outside sh*t of the penitentiary. Night. Inside his prison cell, Lionel [who is actually Clark] is looking at the cell wall which is covered with pictures of Kryptonian symbols. He is holding the black rock used in the body switch and comparing it to the pictures on the wall, looking for a symbol that matches. He finds a picture of the same symbol taken in the Kawatche caves.

The cell door opens behind him, and another prisoner enters the room. His name is Edgar. He is a small man wearing glasses and carrying a small stack of books. He mutters to himself as he enters the room, then stops when he sees Lionel staring at him blankly.

Edgar: Oh. You must be Lex.

Lionel: Lex? No, I'm not Lex. I'm Clark Kent.

Edgar: Oh, Houston, we have a problem. That stone was meant for Lex. Oh...

Edgar walks over to the bunk bed nervously and puts the books down on the top bunk. Lionel looks at the stone he is holding, then back to Edgar.

Lionel: Where did Lionel get this?

Edgar: Um... Uh... I-I-I don't know.

Lionel: Please. You have to tell me.

Edgar looks in the direction of the cell door, then tries to move inconspicuously to the wall covered with pictures. Lionel looks around to see if anyone is watching as Edgar lifts one of the pictures revealing a hidden hole in the wall. He pulls out a small statue.

Edgar: It came from this Mayan rain god statue. One of this teams found it in an underwater ruin off the coast of Honduras.

Edgar shows the statue to Lionel.

Lionel: How did he know to search there?

Edgar: Oh, he's scouring the globe. Yeah. [Putting the statue back in the wall.] These ancient symbols, they've, uh, shown up in Egypt, Central America, even a, uh, sacred Indian cave right here in Kansas.

Lionel turns away from Edgar, becoming more uneasy.

Lionel: These symbols, they look like they mean something.

Edgar: Well, you'd better believe it. [He chuckles.] The, uh, the mark on your stone right there, that, uh, that means "water." That's the element of, you know, transformation... you know.

Lionel: How do you know that?

Edgar: Oh, you know, I've always kind of had a thing for pattern recognition. You know, codes and ciphers, that sort of thing. [Pointing to two other pictures.] Uh, that one means "f*re," and the one up there, that's "air." Take the three and put them together... [He holds his fingers in the shape of a triangle.] Mayan legend says it leads you to a trove of knowledge beyond your wildest dreams.

Lionel gains a look of understanding. Edgar doesn't notice.

Edgar: I didn't believe any of this myself until 58 minutes and 14 seconds ago when a myth about body jumping suddenly became, uh... real.

Edgar taps Lionel on the chest and giggles excitedly.

Edgar: Well, here you are. It's hard to argue with it now. Stranger things have happened.

Lionel: What did you do to end up in here?

Edgar: If you ask the D.A., I embezzled 14 million dollars from the Princeton University pension fund.

Lionel: Did you do it?

Edgar: I'm a mathematician, you know. I'm looking for patterns in the d*ad Sea scrolls. No, money doesn't really mean a lot to me. [He walks to the bunk bed.] You know what happened? I was framed.

Lionel: [Disbelieving.] And you just happened to end up in this prison in Lionel Luthor's cell?

Edgar: Yeah. Yeah, that was pretty lucky, huh? [Walking back and forth between the wall and the bed.] All I have to do is get my hands on a couple of these symbols and, um, he set me up with his lawyers. They're still trying to get me out of here. I just hope he lasts long enough.

Lionel's attention is piqued.

Lionel: What do you mean?

Edgar: He's dying. Yeah, that's ... Yeah, he's dying.

Edgar turns his attention to the pictures on the wall. Lionel turns to the mirror and looks at himself as Edgar continues to mutter.

Edgar: Mathematically speaking, it's, uh, it's happening.

Lionel: [Touching the mirror.] If he's dying, then... that means... I'm gonna die.

He stares at his reflection in fear.

Clark is in the loft as he talks on the phone. Night. He isn't wearing a shirt as he looks through a chest of clothes. He throws several plaid shirts out of the way before finding a more formal shirt.

Clark: Oui, mademoiselle. Parlez-vous anglais?

The woman on the phone responds in English with a French accent.

Woman: How may I help you sir?

Clark: This...

He carries the shirt over to the mirror and notices his reflection, surprised at the muscularity of his body.

Clark: This is Lionel Luthor. [He turns from side to side, admiring his physique.] Account number 434690. I'd like to liquidate my account, my entire account and purchase... [He smiles.] ...bearer bonds.

Woman: Mother's maiden name, Mr. Luthor.

Clark picks up a football that is sitting nearby and holds it above his head, flexing his biceps as he continues to look in the mirror.

Clark: Meehan.

Woman: And what is your... [Pause.] Oh, I'm sorry, Mr. Luthor. There seems to be a problem with your voice verification.

Clark crushes the football in his hand easily.

Clark: What?

Martha enters the loft on the ground floor and calls out.

Martha: Clark!

Clark hangs up the phone and turns around as Martha comes up the stairs.

Clark: [Fondly.] Martha.

Martha: I know you're practically a grown man, Clark, but please call me "Mom" no matter how old you are.

Clark: Sure. Sure.

On the second "sure", Clark changes his inflection slightly to sound more like Clark and less like Lionel.

Martha: Dinner's ready, but the way you're dressed... Are you going out?

Clark: [Putting on his shirt.] Um... No, no. I just wanted a change. I'm bored with plaid.

Martha: [She laughs.] Well, I'll see you inside.

Martha turns to go and Clark super speeds ahead of her, coming to a stop as he nearly knocks over a lamp. He has a surprised expression on his face showing that he used the super speed on accident.

Martha: Clark, what are you doing?

Clark: [Turning to Martha.] Well, I... I just...

He can't think of anything to say, and Martha looks at him strangely.

Clark: I just wanted to tell you how beautiful you look today... Mom.

Martha: [Staring.] Something is not right. I can see it in your eyes. Is it because of that ringing your heard?

Clark: I don't know. [Clark thinks about it, then puts out his arms and takes on an exaggeratedly vulnerable voice.] I need a hug.

Martha: [Smiling.] Oh.

Clark hugs Martha and she rubs her hand up and down his back soothingly. Clark closes his eyes and smells Martha's hair lustfully. When he opens his eyes, they are red and he sh**t several bolts of heat vision through the window of the loft, starting a f*re in the field below.

Martha: [Gasping.] Clark!

Martha turns to the window and looks at the f*re. The cows moo excitedly.

Martha: What's gotten into you?

Clark: [Even more confused.] I-I don't know.

Martha: Well, jump down there and put it out.

Clark: [Walking to the window.] Put it out? How?

Martha: [As if answering a silly question.] With your hands.

Martha leaves the loft and Clark stares down at the f*re he started with fascination.

Later the same night. Clark comes inside after putting out the f*re. His shirt is slightly dirty from the smoke. Martha is in the kitchen preparing dinner.

Clark: Hey, Mom.

He chuckles and picks up a washcloth to wipe off his hands.

Martha: Hey! Hey, go up stairs and clean up.

Martha takes the cloth away from him. Jonathan enters with Jason.

Jonathan: Hey, Clark. Look who came to check up on you.

Jason: Hey.

Clark smiles at Jason politely, not recognizing him. Jonathan walks away to let them talk, and pats Clark on the back as he passes by. Unsure of how to respond, Clark pats Jonathan on the back in return. Jonathan looks at Clark strangely, then continues into the kitchen, leaving Clark and Jason alone in the living room.

Jason: How you feeling? It's good to see you up and around.

Clark: I feel fine.

Jason: You sure? 'Cause you're looking at me like you have absolutely no idea who I am.

Clark: No, I know you are. You're my... coach.

Clark pokes Jason in the chest, pointing to the word Coach on Jason's Smallville High jacket. Clark leaves the living room and starts to walk up the stairs. Jason follows him into the entryway.

Jason: All right. Well, I guess I'll see you at practice tomorrow.

Clark: [Turning around.] You know, uh, I'm not gonna be able to make it.

Clark starts to go up the stairs again.

Jason: It's pretty important... [Clark stops and turns around, becoming impatient.] ...considering you could clinch a scholarship on Friday.

Clark comes down the stairs and escorts Jason toward the door.

Clark: Coach, I just, um, I need to rethink my priorities. I have no interest in football whatsoever.

Clark tries to push Jason out the door, but stops when Jason keeps talking.

Jason: Whoa, Clark, hey. You realize that every player on that roster would k*ll to be in your position? I mean, you get a free ride to a college of your choice. You just want to quit the team?

Clark: Precisely.

Clark closes the door in Jason's face. Jason stands there confused for a moment, then leaves.

Lionel walks down the stairs into the commons area of the prison. Night. He steps out of the way of an extremely tall and muscular prisoner and meets Edgar who is also walking down the stairs. The area is full of prisoners who are talking, playing cards, and lifting weights.

Lionel: Edgar. I've got to make a call. How do I do that?

Edgar: Well, once a week, you get a turn unless you know how to work the system, which of course I do.

Lionel: Edgar.

Edgar: Hmm?

Lionel: Please. I need you to help me.

Edgar: What's in it for me?

Lionel: I can get you out of here.

Edgar: Come on, if the real Lionel Luthor can't do it, what are you going to do? I mean, you have no money. You have no power.

Lionel: [Speaking quietly.] I have a lot more power than you think.

Another prisoner enters the commons area. He is a large man with long dark hair, a goatee, and tattoos on both arms. His orange jumpsuit is pulled down to his waist and he is wearing a white t*nk top. He has one blue eye and one brown eye.

Man: [Loudly.] Time to play "Who Wants to b*at a Billionaire?"

A rumble of excitement is heard among the other prisoners. Edgar looks at Lionel with fear, then runs away as the large prisoner walks toward Lionel. Several other intimidating prisoners form a circle around Lionel as the large man walks toward him.

Man: You got my five large?

Lionel: What?

Lionel looks around for a guard and sees that the only one present is leaving on the elevator.

Lionel: What are you talking about?

Man: That senile act isn't gonna work, Trump. Payment's past due.

Lionel: Things have changed. I don't have any money. You have to ...

The man swings a punch at Lionel's face. Lionel ducks, dodging it, and then swings at the man's face. The man grabs Lionel's fist and squeezes it tightly, pushing him to the ground. Lionel grimaces with pain.

Man: Don't play me, Trump. I'm doing three life terms for m*rder. What's one more?

The man punches Lionel in the face, sending him to the floor. He kicks Lionel in the back for good measure and several of the other prisoners shout with excitement.

Man: You got till tomorrow.

The man smiles and walks away as the circle of prisoners begins to disband. Lionel remains on the floor, bleeding slightly from the side of his head.

Fade to black.

Outside sh*t of Smallville High School. Night. Clark is seated at the computer in the Torch office. He enters a username name and password to log on to the LuthorCorp intranet. The password is denied. Clark angrily pounds on the corner of the desk and a chunk of the wood breaks off.

Clark: Lex changed the password.

Chloe enters the office and turns on the light surprised to see Clark.

Chloe: [Noticing Clark's dress shirt.] What, is flannel too five minutes ago?

Chloe comes toward Clark and puts down her bag. She notices the broken corner of the desk.

Chloe: Whoa. Who pulled a Paul Bunyon on the desk?

Clark: It was that way when I got here.

Chloe: Weird.

Clark: You know, Chloe, I'm concerned about your well-being.

Chloe: Oh, yeah? Why's that?

Chloe goes over to the other desk. Clark twirls around in his chair to look at her.

Clark: If Lionel Luthor managed somehow to get out of prison, what do you suppose he'd do? About you, I mean.

Chloe: Why? Has the Lionel Luthor alert suddenly been elevated to orange? [Clark looks at her mysteriously.] Do you know something I don't?

Clark kicks off against the desk and wheels his chair over to Chloe.

Clark: No. But it always pays to be cautious.

Chloe: Well, I'm not exactly shaking in my sneakers. I mean, he won't be eligible for parole until he's, like, 112 so...

Clark: [Standing up.] You never know. He could get out sooner than you think.

Clark starts walking toward Chloe flirtatiously, and she backs away laughing.

Chloe: Yeah, well, I think maybe our quarterback has been sacked one too many times.

Clark: Maybe.

Chloe goes back to the broken desk looking at a file with her back to Clark. Clark walks toward her slowly.

Clark: I do feel as though I'm looking through a different pair of eyes. I certainly see you in a whole new light.

Chloe: [Turning to face him.] What exactly is that supposed to mean?

Clark: [Standing very close to Chloe.] I have to confess that I... I find you absolutely fascinating. It's that twinkle in your eye... [He looks at her lips, touching her chin gently with his finger.] ...your wonderfully sexy smile... and your skin is...

Clark leans in as if to kiss her, and Chloe pulls her head back.

Chloe: Clark, what are you doing?

Clark: [A seductive whisper.] What I've wanted to do for a very... very long time.

Clark leans in again, closing his eyes. Chloe turns her face up and closes her eyes, ready to accept the kiss. They stand with their lips almost touching for a moment, and then Clark takes a breath and pulls away. Chloe opens her eyes to see what happened. Clark looks at her coldly.

Clark: Don't you wish. [Making his exit.] Miss Sullivan.

There are tears of shock and disbelief in Chloe's eyes as she watches Clark leave.

Lana and Jason are in Jason's office at the high school. Later the same night. Jason is looking at a file that Lana gave him.

Lana: I did some research on the Countess Theroux. It turns out that we have a lot more in common than I thought.

Jason: Don't tell me the countess ran a coffee shop.

Lana: No, she's from this village in France. Castelnois de Montmiral. The same village that my mom's ancestors came from.

Jason: Really? What do you think it all means?

Lana: I don't know. It's all really strange. She was buried as a martyr, but, um... She was b*rned as a witch.

Jason puts down the file and goes to Lana who is becoming upset.

Jason: Hey. We will figure this out. I promise.

Jason takes Lana into his arms and she holds onto him gratefully.

Cut to the hallway where two cheerleaders come out of the locker room and walk down the hall. Clark walks between them in the opposite direction.

Clark: [Charming.] Ladies.

The cheerleaders smile at him and keep walking. Clark's super hearing suddenly comes into focus, and he hears Jason talking to Lana.

Jason: You are my main concern, Lana. We'll get through this countess thing together.

Cut to Jason and Lana. He is still holding her and they kiss. Clark walks into the office, and Lana quickly pulls out of Jason's arms.

Clark: Oh, please, don't stop on my account.

Lana: [Defensive.] Clark, it's ...

Jason: Lana.

Clark: Oh, you don't have to explain yourself to me... Lana. You're young, vital. You have... needs. [To Jason, taunting.] Right, coach?

Clark leaves the office with a smug grin, shutting the door behind him. Jason looks at Lana who puts her hand over her mouth with worry.

Outside sh*t of the Kansas State Penitentiary. Day. Inside, Clark is admitted into the visitor's area where Lionel is seated at one of the tables. We can see a hint of the cut on Lionel's head from the night before, and he has a black eye. Clark spreads his arms, presenting himself to Lionel.

Clark: What do you think? I wanted to thank you for taking time out of your busy schedule, Mr. Luthor. [He leans down, resting his hands on the back of the chair across the table from Lionel.] I understand how time-consuming making license plates can be.

Clark notices that Lionel has one hand on top of the table and the other in his lap beneath the table. He uses his X-ray vision and sees that Lionel is holding the stone.

Clark: You're not gonna touch me with that rock in your hand. You won't get near me, not with my... speed.

Lionel: You're never gonna get away with this.

Clark: Oh, but I am. [He sits down.] With my mind and your body, the sky's the limit, Clark.

Lionel: [Folding his arms defensively.] I don't know what you're talking about.

Clark: You know, it's becoming clear to me why you're so secretive. You understand that true power... [He holds a hand to his chest.] ...is better left concealed.

Lionel: [More desperate.] No matter how hard you try, you'll never be me. My parents, my friends, they'll see right through you.

Clark: I'm not so sure. They haven't so far, have they? I need you to do something for me. [Clark pulls out a piece of paper and a small tape recorder.] Say the name "Meehan" and these numbers. [He holds the tape recorder toward Lionel.]

Lionel: Why?

Clark: Because if you don't, your good friend Lex will very shortly be d*ad. An unfortunate accident.

Lionel: [Shaking his head in horror.] But he's your son. Your only child.

Clark: And I'm his only father, but that didn't stop him from putting me in prison and robbing me of everything I had. Now speak the words into this recorder, or you will be directly responsible for your friend's death.

Clark turns on the recorder as Lionel stares at him with tears in his eyes.

Clark is in the loft talking on his cell phone. Day. He is holding the tape recorder near the phone as he talks to a woman.

Woman: Your account number, please.

Clark turns on the recorder.

Lionel's voice: 434690.

Woman: May I please have your mother's maiden name?

Lionel's voice: Meehan.

Woman: Voice verification complete. Account balance is two dollars and fifty-nine cents.

Clark: No. No, no, there was 57 million U.S. dollars in that account.

Woman: A withdrawal for that amount was made two months ago.

Clark: The day I was convicted.

Woman: Sir?

Clark crushes the phone in his hand furiously.

Clark: Lex. Of course.

Lana enters behind him.

Lana: Clark?

Clark turns to look at Lana, then turns away again, exasperated.

Clark: [To himself, about Lana.] This one.

Lana: About last night, um, I'm sorry that you found out about me and Jason the way that you did.

Clark: You'll get over it.

Clark throws the remains of the phone onto the table and walks away from Lana, still upset about the phone call and not really paying attention to Lana.

Lana: We didn't just meet. He was in Paris over the summer, and we sort of spent a lot of time together.

Clark: [Flat.] How romantic. A lovers' meeting, the first kiss shared on the banks of the river Seine.

Lana is confused by Clark's coldness.

Lana: He moved to Smallville to be with me, Clark. It's kind of serious.

Clark: Well, I'm not surprised.

Clark walks to Lana, suddenly seductive.

Clark: A man would travel around the world to... pluck your succulent fruit.

Lana: [Angry.] Don't talk to me like that.

Lana walks toward the door as Clark chuckles.

Clark: I can't help it. Sorry.

Lana: [Turning back to Clark.] Clark, I need you to promise me something.

Clark: Whatever you want.

Lana: Don't tell anyone about me and Jason.

Clark: I don't understand why you're so interested in this high school football coach. Think a minute. Do you have any idea what I have to offer you? [He walks slowly to her again.]

Lana: Yeah. Yeah, I think I do. Lies and secrecy and a whole lot of confusion. You were the one that broke up with me, remember?

Clark: Well, that was a mistake. I was... I was too young to know what I was doing. I'm older now, more mature.

Lana: Well, I'm not so sure.

Clark: Oh, Lana, I'm very different. Let me show you.

Clark grabs Lana by the shoulders and kisses her forcefully on the lips. She jerks away from him and slaps him across the face.

Lana: Who the hell do you think you are?!

Lana storms out of the loft leaving Clark with a satisfied smile on his face.

Clark: Clark Kent. Of course.

He touches his face where Lana slapped him.

Fade to black.

Martha enters the visiting area of the prison. Day.

Guard: Step in, please. Five minutes.

Martha nods at the guard, then walks past him to the table where Lionel is seated. She walks toward him slowly with a cold and skeptical expression on her face. Lionel looks at her with growing hope as she sits down across from him.

Lionel: I'm glad you came.

Martha: I'm only here because you told me it involved the safety of my son.

Lionel: I know this is hard to believe, but I swear, it's the truth.

[Pause.] It's me, Mom. It's Clark.

Martha: [Disgusted.] You're sick, Lionel. You need help.

Martha gets up to leave.

Lionel: Mom, you have to believe me.

Martha: I'm leaving!

Lionel: Mom, Mom, no! [Martha stops with her back to Lionel. He speaks in a rush of words.] Mom, remember when I was six and I was playing tag with Dad, and all of a sudden I started running faster than I'd ever run before, and I was in the middle of Palmer woods completely lost. [Martha turns to him, shocked.] And you and Dad had to call Sheriff Ethan, and when you saw me, you started crying. And I thought something was wrong with me, and you said no, there wasn't. [Martha's eyes widen with emotion.] And then you held me in your arms and you told me I was just special. I'm your special boy, you said.

Martha: [At the same time as Lionel.] Special boy. [Martha rushes to the seat across from Lionel.] Oh, Clark! How?

Lionel: The ringing I heard, it came from a stone. It was in Lionel's hand and it had a Kryptonian symbol on it, and it was glowing.

Martha: Oh, my God.

Lionel: And I thought it was gonna hurt Lex, so I got in between them, and the next thing I know, I was... Lionel. I was in Lionel's body.

Martha: And he knows about your powers. [She gets up to leave.]

Lionel: [Taking her hand.] No. Mom, be careful. Lionel could be anywhere.

Clark strides in through the double doors of Lex's study where Lex is seated at the desk. Day. Clark is dressed in black slacks and a black dress shirt.

Clark: Crunching numbers? Or spinning day dreams?

Clark walks over to the bar and picks up decanter of liquor, taking off the lid and smelling it with pleasure.

Lex: I don't remember you being a scotch drinker.

Clark: [Pouring a glass.] It's very difficult to resist a 29-year-old Highland. [Lex smiles.] You know, I had a feeling you'd pillage your father's collection of single malts.

Lex: Now, how do you know it's from my dad?

Clark: Isn't it all your dad's? This castle, LuthorCorp, the cars, the jets, everything. The very cufflinks in your sleeves.

Lex: Clark, I know you well enough to realize this isn't you talking.

Clark: You're absolutely right, I'm not myself. [Clark downs the scotch in one gulp.] I'm under stress. Lex, I need to get my hands on 57 million dollars.

Lex: That's an interesting dollar amount.

Clark: It's not your money. You stole it. Now I want it back.

Lex looks at Clark for a moment. Then he gets up quickly from his chair and opens a small box next to the desk. He pulls a g*n out of the box and points it at Clark. Clark super speeds to Lex and grabs him by the throat, cutting off his air. Lex gags and drops the g*n, grabbing onto Clark's arms as Clark walks him around the desk.

Clark: [Calmly.] Now, get on the phone, tell the bank to wire the money, or I'll snap your larynx like a twig. [He slams Lex's face down onto the desk.] All right?

Lex: [Choked.] Go ahead. k*ll me.

Clark: All I wanted was the best for you. And you destroyed me.

Lex: Dad?

Clark suddenly becomes weak and falls to the ground. When he falls, we see that Martha is standing behind him holding a piece of kryptonite. Lex chokes and also falls to the floor. Martha kneels next to him.

Martha: Lex.

We hear a rush of air, and when Martha turns around, Clark is gone. She looks around the room, panicked.

Cut to Jonathan entering the Kent kitchen from outside as the phone rings. He answers it.

Jonathan: Hello?

Martha: I've been trying to reach you! Where have you been?

Jonathan: Hi, sweetheart. I was at the mechanic's. The tractor, I'm afraid it's sh*t.

Martha: [Interrupting.] Jonathan, Jonathan, listen to me. You've got to go to the closet and get a meteor rock.

Jonathan: What are you talking about, Martha?

Martha: Lionel is in Clark's body!

Clark is suddenly in the room with Jonathan. He takes the phone out of Jonathan's hand and grabs Jonathan by the shirt.

Clark: I thought I was invulnerable now. But I was wrong.

Martha: Jonathan!

Clark: [thr*at.] Tell me what weakens me. What is it?

Jonathan: I have no idea what you're talking about.

With one hand, Clark throws Jonathan across the kitchen. He slams into the glass doors of the cupboard above the fridge and falls to the ground in a pile of broken glass. Clark walks slowly to him and grabs him by the neck, lifting him into the air.

Clark: Tell me what it is, Jonathan.

The phone rings, and Jonathan looks at it.

Clark: No, no, Martha can't help you now. Tell me what it is.

The answering machine picks up.

Martha's voice: Hi, you've reached the Kents. Leave a message. [Beep.]

Edgar's voice: Hey, uh, does this thing work? Hello. I'm calling for someone named Clark. [Clark drops Jonathan to the floor and turns to the phone.] Uh, Houston, we have a problem. I've done some more reading and, uh, it's not good. So I hope you're getting this because you should come see me A.S.A.P.

Clark super speeds out of the house.

Outside sh*t of the prison grounds. Day. Clark enters the visitor area where Edgar is seated at a table. Clark sits down across from him.

Edgar: Is that really you in there, Lionel?

Clark: No, it's the Easter bunny. What did you find? What did the rest of the code say?

Edgar: It turns out, the, uh, transference is eventually going to come to an end. You will revert back to your original bodies eventually.

Clark: When?

Edgar: I suppose it could happen at any time. Yeah, I thought you'd want to know that.

Clark: There must be some way to make it permanent.

Edgar: Well, no, none that I see, uh... save m*rder. I mean, theoretically speaking, if you were to, you know, k*ll the other you, then there would be no you for you to revert back to. So, you know, I suppose you could be Clark Kent for the rest of your life. His life. Your life. Well, really the difference is nil at that point, isn't it?

Clark: The artifact. Where is it?

Edgar: Oh, yeah. The guards took it from me. Yeah, they thought it was a w*apon. [He laughs.]

Cut to Lionel walking through the commons area. He passes several prisoners lifting weights. A large hand lands on his back, and he turns around finding himself face to face with the prisoner who b*at him up the other day.

Man: Time's up, Trump. You got something for me?

Lionel: I'm ... Yeah, I'm still working on it. Just give me a few more days.

Man: Do you think this is some kind of game? There's no overtime here. [He pulls out a sharpened Kn*fe handle.] But there is sudden death.

Lionel turns around and tries to run away, but two other prisoners block his path. He turns around again and runs up the stairs, but two more men get in his way. Several of the men in the commons area laugh menacingly. Lionel runs down the stairs and to his right is another man blocking his escape. The large man runs toward Lionel's left, holding his arm in a flexed position, ready to s*ab Lionel. But Lionel steps out of the way, grabs the man's arm, and slams it down on the railing. He slams it a second time, and the man drops the blade. All of the prisoners start to shout.

The man pulls his hand out of Lionel's grasp and punches Lionel in the stomach. Then he punches Lionel in the face, sending Lionel spinning around and falling down on the stairs.

Prisoner: Get him!

The large man holds out his hand, and another prisoner gives him back the blade. He comes at Lionel with it, attempting to s*ab him in the throat, but Lionel grabs the man's arms holding him back. Lionel strains against the man's strength, and when he can't hold him back any longer, he twists his arms and elbows the man in the face and kicks him in the chest. The man falls backwards into the railing. Lionel stands up and punches the man across the face, then slams his face against the railing. A guard's voice is heard over the loudspeaker.

Guard: This is a lockdown. I repeat. This is a lockdown. Return to your cells immediately.

Lionel slams the man's head against the lower rung of the railing, and the man falls to the floor unconscious. Lionel looks shocked at his own v*olence. All of the prisoners become wild, shouting at the guard and refusing to leave.

Prisoners: [Chanting.] No! No! No! No! No!

Guards run into the commons area holding nightsticks. One of the prisoners holds out his arm as a guard runs by, and his arm hits the guard in the chest, knocking him to the ground. Another prisoner tackles a guard to the floor.

Cut to the visitors area where Edgar and Clark are still seated at the table. A red light begins to flash as an alarm sounds.

Edgar: Oh. That's never good. Listen, your lawyers, um, they haven't been call ... [Clark gets up and walks away.] So, uh, should I call you?

Cut to the commons area. On the upper level, a large prisoner with blood running down his face from his nose is carrying a guard over his shoulders. He walks to the railing and throws the guard over it to the first floor far below. The whole commons area is in chaos. The area is filled with prisoners fighting each other and the guards. The floor is covered with toilet paper which is being thrown everywhere. A guard comes up behind the prisoner who just threw the other guard over the railing and knocks him on the head with a nightstick. The prisoner falls down unconscious.

Below him on the ground floor, two prisoners pound on the cage surrounding the area, then begin to fight each other, rolling over reach other on the ground next to an unconscious guard. Another guard falls down nearby and gets back to his feet, swinging his nightstick at a prisoner. The prisoner pushes him back to the ground, only to be whacked by another guard. Another prisoner comes up and att*cks that guard, but the guard beats him to the ground.

Amid the v*olence, Lionel walks through the commons area looking around. Along the periphery of the room, Lionel sees a small glimpse of Clark's eyes as he walks behind a group of prisoners. Lionel fixes his gaze in that direction and soon sees Clark clearly, walking outside the cage of the commons area and keeping his eyes coldly fixed on Lionel.

Clark super speeds to the middle of the room where he is standing only several feet away from Lionel.

Lionel: What happened to concealing your powers?

Lionel walks toward Clark and Clark grabs him by the throat, lifting him into the air.

Clark: Sorry. Only one Clark allowed.

Lionel: [Breathless.] What are you gonna do, go to high school and stack hay for the rest of your life?

Clark: A farm boy? I don't think so. I have big plans for this Clark Kent.

Lionel straighten his right arm and holds his hand out. The black stone falls down from his armpit, and he catches it in his hand. It glows as he slowly brings it up to Clark's hand at his neck and touches Clark with it. The room darkens and again the energy rises from their bodies. White energy from Lionel and green energy from Clark. They trade places in the air and fall back into the correct bodies with a burst that sends them sliding across the floor in opposite directions.

Lionel, now in his own body, looks down at his hand with shock as a group of guards enters wearing gas masks and shields and carrying nightsticks. Clark looks down at his hand, relieved.

The guards throw several smoke b*mb into the room, filling the area with tear gas. We see the black stone resting on the floor, but someone walks by, and it is suddenly gone. Clark gets to his feet as the guards run into the room and start to overpower the prisoners. Still on the floor, Lionel looks up into the smoke filled room, his eyes watering from the gas, and sees a silhouette of Clark standing before him. Lionel squints to get a clearer look, but Clark super speeds away. Lionel remains on the floor, breathless.

Fade to black.

Clark, now dressed in his traditional flannel, helps Martha and Jonathan clean up the mess Lionel made of the Kent kitchen. Day. Jonathan is measuring the cupboard above the fridge to put in new doors as Clark sweeps broken glass into a dustpan.

Clark: What else did Lionel do?

Jonathan: Well, for starters, you quit the football team.

Clark: I better call Coach Teague. [He grabs the phone.]

Martha: He's not the only one. Lana and Chloe came by to see you, and they both looked pretty upset.

Clark: [Putting the phone down.] Before I do any of that, I gotta get that artifact.

Jonathan: Clark, I don't want you going anywhere near that prison, son.

Clark: If I don't find it, Lionel could.

Martha: You can't risk having the same thing happen to you all over again.

Clark: Look, this isn't the first time I heard the ringing sound. When I was Kal-El, I heard the same sound, and it led me to an artifact with a Kryptonian symbol on it in Lex's jet.

Jonathan: Where's the artifact now, Clark?

Clark: I put it in a chamber in the cave wall. There's a slot for two more. Lionel's artifact matches one of them. I don't know where the other one is.

Martha: Why didn't you tell us about this earlier?

Clark: With everything we've been through with Jor-El, I just wanted to close that chapter in my life. I guess it doesn't matter what I want. Look, these artifacts, I think they're somehow meant for me.

Jonathan: And I think Lionel Luthor would disagree with that, don't you?

Martha: And now that he knows about your powers, he's more dangerous than ever.

Clark: Not for long.

Jonathan: Clark, what are you talking about?

Clark: Lionel Luthor is dying, Dad.

Outside sh*t of the penitentiary. Night. Inside, Lionel is in the infirmary sitting on an examination table with his shirt off. The doctor is behind him looking at a clipboard of lab results.

Doctor: [Shocked.] It couldn't be.

Lionel: Doctor, please. Just tell me.

Doctor: [Walking around to face Lionel.] Mr. Luthor, your liver is entirely disease free.

Lionel looks at the doctor, surprised. Then he laughs with disbelief.

Lionel: How can that be possible?

Doctor: I have no idea. It's the closest thing to a miracle I've ever seen. Have you been taking any unregulated meds, supplements?

Lionel: No. Not that I know of. You must understand, I have no recollection of the past few days, Doctor. I just know that something here, something... inside of me has changed. Profoundly. [There are tears in Lionel's eyes.] I'm not the same man.

Outside sh*t of Smallville High as students enter the school. Day. Chloe walks through the hallway. When Clark speaks to her, she keeps walking, and he follows.

Clark: Chloe. Listen, I'm not really sure what I did to you.

Chloe: Another convenient case of amnesia, huh?

Clark: No, but whatever it is, I'm really sorry.

Chloe: [Facing him.] Clark, you know what? It's a really valiant effort, but you've used up your lifetime allotment of apologies. Look, I'm only saying this to you because I care about you, but I think you should go and look for help. [Clark doesn't understand.] Some psychological help.

Clark: Chloe, I totally appreciate your looking out for me, but I really don't think I need to talk to anyone.

Chloe: Well, then how are you gonna explain all of this? Clark Kent, crackhead?

She walks away. He follows.

Clark: Chloe, I don't do drugs. Look, it wasn't me.

Chloe: Yeah, but, see, Clark, it was you. Now, a lot of people in this town have pulled a Jeckyll and Hyde, but deep down, they're still the same person.

Lana walks up behind Clark. Chloe sees her.

Chloe: Lana. He's all yours. [Chloe leaves.]

Lana: Have you said anything to anyone?

Clark: [Confused.] What?

Lana: Don't play games with me, Clark.

Clark: Seriously, Lana, I have no idea what you're talking about.

Lana takes Clark by the arm and leads him over to the side of the hallway, away from the other students.

Lana: This isn't about you and me, all right? This is about Jason losing his job.

Clark: Why would Jason lose his job?

Lana: Why do you think? If anyone had the slightest inkling that we were a couple, he'd be fired in a heartbeat.

Clark is visibly shaken.

Clark: You and Jason?

Lana: We're both adults, and we're not hurting anybody. But the school has its rules. He needs this job, Clark. [Clark nods.] Please, you know, after everything that you've put me through, can you at least keep this a secret? It seems to be the one thing you were good at.

Clark: [Hurt, but agreeing.] Yeah.

Lana walks away, leaving Clark stunned and unhappy.

Outside sh*t of Lex's mansion. Day. In his study, Lex opens a bottle of scotch and starts to pour a glass as Clark comes into the room.

Clark: Lex!

Lex picks up a g*n and points it at Clark.

Lex: Stay where you are!

Clark: [Holding still.] Lex, it's me, Clark. I need to talk to you.

Lex: [Walking toward Clark.] After I drove my Porsche into the river and you fished me out, I asked your dad if there was any way I could repay him. What did he say that we always joke about?

Clark: Lex, what is this, a pop quiz?

Lex: Answer the question!

Clark: He told you to drive slower.

Lex lowers the g*n.

Lex: Welcome back. [He goes to Clark and they hug.]

Clark: So you know what happened.

Lex: Well, it was a bit of a giveaway when you asked for 57 million dollars.

Clark: Lex, my mom told me what I did. I'm sorry.

Lex: Clark, if you didn't come between me and my father in that visiting room, it would've been me sitting behind bars. I should be thanking you.

Clark: I didn't do anything you wouldn't have done for me.

Lex smiles and pats Clark on the shoulder. Then he walks back to the bar and puts down the g*n.

Lex: So how did my father do it?

Clark: I-I don't know.

Lex: And that strength you had. It was incredible. Where did it come from?

Clark: Um, it must've been a side effect of the transference.

Lex: Well, whatever happened, I'm just glad it wore off.

Clark: Lex, I have a favor to ask.

Lex: Name it.

Clark: Well, it has to do with your father's cellmate. He's actually the one that helped me through this whole ordeal. He saved my life. He swears he was framed.

Lex: Clark, a lot of convicts swear they've been framed.

Clark: But I believe him. And I promised him that if I got out, I'd do everything in my power to help him. And Lex, you're the only one I know with the resources that might be able to help.

Lex: Well, if I can manage to put a guilty man in prison, maybe I can get an innocent man out.

Clark nods and smiles thankfully. Lex smiles in return.

The gates at the front of the Kansas State Penitentiary open and Edgar steps outdoors holding his suitcase and a bag. Day. He looks around excitedly, then his expression darkens when he sees a black limousine waiting next to the curb. He goes to the limo and opens the back door, peeking inside. Dr. Swann's assistant Bridgette Crosby is seated in the limo, and she gestures for Edgar to come in. He gets in awkwardly, stuttering.

Edgar: Uh, I wasn't told it-it was gonna be ...

Bridgette: Edgar.

Edgar: Yeah. Yes.

Bridgette: Do you have what we asked you for?

Edgar: Oh. Uh...

Edgar gives Bridgette a small rusty tin box.

Bridgette: Thank you.

She opens the box and looks inside, extremely pleased with what she sees. Edgar looks around the limo, tapping the window.

Edgar: It's a nice car.

Bridgette looks from Edgar to the tin box, which holds the black stone with the Kryptonian symbol on it. Bridgette shuts the box.

End
{"type": "series", "show": "Smallville", "episode": "04x06 - Transference"}