Original Air Date on April 28th, 2004

Outside sh*t of Excelsior Academy, an enormous and very intimidating private school that almost looks like a castle. Night. The rain pours down in sheets and lightning flashes as thunder claps. Inside, Lionel enters one of the darkened classrooms with a teacher Mr. Woodruff who is holding a flashlight that is turned off.

Lionel: Where is he?

Mr. Woodruff: [Indicating a terrace outside the window.] Out there. If anyone approaches, he becomes hysterical. He claims he's protecting his brother Julian.

Lionel: [Taking the flashlight.] Thank you. I'll handle this, Mr. Woodruff.

Mr. Woodruff: [Arguing.] Mr. Luthor ...

Lionel: [Stern.] He's my son.

Mr. Woodruff reluctantly gives in and leaves the classroom. Lionel turns on the flashlight and walks slowly toward the window as the lightning continues to flash outside. He shines the light through the window onto the terrace where we can hear a young boy singing a lullaby. Huddled against the wall of the terrace, sits Lex as a child of 11 or 12, just as bald as he is now, holding a rolled up blanket close to his chest and rocking it as if it were a baby.

Lex: [Singing.] ...little baby, don't say a word. I'm gonna buy you a mockingbird. If that mockingbird won't sing, I'm gonna buy you a diamond ring.

Lionel opens the window and starts to come outside.

Lionel: Lex? [Lex continues to hum the lullaby.] Lex. If this is an attempt to get yourself expelled, it's not gonna work.

Lex: [Finally looking at Lionel.] Ssh. You'll wake the baby.

Lionel: Lex, Julian's gone.

Lex: [Shakes his head.] He's right here. I found him inside of my dorm crying. I told him I'd never let anyone hurt him again.

Lionel: Julian is d*ad, Lex. We both know why. You have to come to terms with that. Now!

Lionel starts walking toward Lex. Lex runs to the ledge of the terrace and starts to climb over it, still holding the blanket. The drop toward the ground from the terrace is extremely high.

Lex: No, leave us alone!

Lionel: No, no! Lex, what are you doing?!

Lex: Just go home!

Lionel: Lex! Come down off that ledge!

Lex: Stay away from us!

Lionel: Stop this, Lex. Get down now.

Lex: Julian needs me!

Lionel: Lex, no!

Lionel steps toward Lex and grabs his arm, causing Lex to drop the blanket off the side of the building. It flutters toward the distant ground slowly as Lex lets out a blood-curdling scream.

Lex: Aaaah!

Lionel: Lex! Lex!

Lex: [Out of control.] JULIAN! JULIAN! JULIAN!

Lionel: [Trying to pull Lex away from the ledge.] Lex!

Lex: JULIAN!

Lionel: Stop it, Lex!

Lex: JULIAN! JU ...

Cut to Lex in the present day standing on the ledge of a terrace in his mansion in Smallville with tears in his eyes as he screams into the night. Lightning flashes.

Lex: ... LIAN! JULIAN! JULIAN! JULIAN!

Lana comes onto the terrace behind Lex and grabs his arm.

Lana: Lex!

Lex: JULIAN! JULIAN!

Lex falls backwards onto the terrace, and the impact knocks him out of his trance. He sits up slowly, out of breath, and Lana kneels next to him, frightened.

Lana: Lex, what were you doing?

Lex: [Dazed, touching Lana's arm.] Where am I?

Lightning flashes.

[Opening credits]

Outside sh*t of the Kent farm. Day. In the barn, Clark is shoveling hay out of a wheelbarrow with a pitchfork. Lana enters.

Lana: Hope I'm not interrupting. [Clark stops working.] Chloe told me you were farm-bound all week.

Clark: Yeah, my dad's cardiologist sent him to Metropolis for more tests, so I'm pulling double duty.

Lana: I thought he was getting better.

Clark: He is. But when your heart's been through something like that, the scars don't magically disappear.

Lana: [Affected by Clark's choice of words.] No. No, I guess they don't.

Clark: But I'm sure you didn't come all this way just to admire my stall-mucking abilities.

Clark turns away from Lana and walks to the wall to hang up the pitchfork.

Lana: I think there's something wrong with Lex. I was dropping off the Talon payroll, and I found him out on the ledge, screaming for someone named Julian.

Clark pauses.

Lana: What is it, Clark?

Clark: [Turning to face Lana.] Julian was the name of Lex's baby brother. He died of SIDS when Lex was a kid. Did he give you any kind of explanation?

Lana: [Upset.] No. He shrugged it off as a bad dream.

Clark: The last time Lex had a breakdown, I found him over there [Clark points to the side of the barn), singing a lullaby to a blanket he thought was Julian.

Lana: Well, maybe he's had a relapse.

Clark: Whatever it is, I think you better stay clear for a while.

Lana: Oh, Clark, he's my friend.

Clark: Lana, the last time Lex went off the deep end, you got trampled by a horse.

Lana: Lex didn't mean to hurt me.

Clark: But he did. And I promised myself I wouldn't let that happen again. [Lana doesn't respond, looking worriedly into Clark's eyes.] I'll talk to him.

Lex is in his study talking on the phone. Day.

Lex: [Angry.] Well, tell him I'm on my way, and he needs to clear his schedule for the rest of the afternoon.

Lex hangs up the phone and turns around to see Clark standing in the room, looking worried.

Lex: [With a smile.] Lana told you about my nocturnal adventure, didn't she? I can see I spooked her. That usually sends her running to you.

Lex puts on his jacket, getting ready to leave.

Clark: Are you okay?

Lex: Well, I haven't lost my mind, Clark, if that's what you mean. I just indulged in a little harmless sleepwalking, that's all.

Clark: Lex, you were on a ledge yelling Julian's name. You could've k*lled yourself.

Lex: You know, when I found you asleep in the middle of Route 8 last year, I don't remember questioning your mental health.

Lex starts to leave.

Clark: I hadn't just spent seven weeks at Belle Reve.

Lex turns to look at Clark.

Lex: According to my doctors I'm cured. But apparently, a clean bill of health isn't good enough for Clark Kent.

Clark doesn't respond.

Lex: [Kindly.] I can take care of myself.

Lex leaves.

Lex drives up outside the Summerholt Institute. Night. He gets out of his car and walks toward the front door of the building. Just as he is entering, Clark super speeds up to the building, obviously having followed Lex.

Inside, Lex talks to Dr. Garner. They are looking at an animated image of Lex's brain on a screen.

Lex: These nightmares are becoming more frequent.

Dr. Garner: They're not nightmares, Lex. They're spontaneous memories.

Lex: Look, Dr. Garner. Whatever you call them, they're starting to impact my waking life.

Dr. Garner: [Pointing to the screen.] The electroshock therapy atrophied this part of your brain. These memories are the equivalent of a muscle spasm. They indicate that the treatment is working.

Lex: [Stepping closer, serious.] Doctor, I didn't come to you to relive repressed childhood traumas.

Dr. Garner: If you're concerned, we can stop at any time. The choice is yours.

Dr. Garner speaks with a smug grin, already knowing what Lex will choose.

Cut to a large warehouse type room. There are several lab technicians in white lab coats operating the machinery. In the center of the room is a large rectangular t*nk full of green water, and Lex is lying in a stretcher suspended over the t*nk by wires. He is wearing only a pair of shorts. The stretcher slowly lowers into the water until most of Lex's body is submerged except for his face. He has two wires connected to his forehead and two wires connected to his chest. Dr. Garner is at the head of the t*nk at the control panel. Lex looks slightly uneasy.

Dr. Garner: Just relax, Lex. Close your eyes, and open the door to your mind. Think about your father. Take us back to where we left off.

Lex's eyes are closed. We zoom closer to his face and just as we get to his right eye, it opens and the sh*t zooms into his pupil. We come back out of the pupil and find we are now looking at Lex as a child again. He has tears running down his face and he is sobbing. He wears a suit and tie.

Dr. Garner's voice: Where are you now?

Lex's adult voice: My 12th birthday party.

The sh*t widens and we see that young Lex is seated at the head of an huge dining table covered with plates of brownies, donuts, hotdogs, cupcakes, and every other party food imaginable. Day. The room is decorated with balloons. Party hats sit at each of the place settings at the table, but Lex is the only one there. Lionel enters.

Lionel: Lex? [Lionel sees that no one has come to Lex's party.] I'm, um, I'm sorry, son, that your friends didn't get to see the beautiful party that your mother planned for you.

Lex: [Sadly.] I told you nobody would come. Everybody hates me.

Lionel: That's not true.

Lex slams the table with his hand and gets up from his chair, walking over to the window seat and sitting down next to a huge stack of wrapped presents. Lionel follows him.

Lionel: Lex. Lex... They're jealous, Lex. You're a Luthor, and you're ... you're ...

Lionel is having a hard time playing the role of a caring father. He reaches out to touch Lex's shoulder, then pulls his hand away.

Lionel: You're special, and it's always going to be difficult for others to accept that. I, um...

Lionel takes a present off the top of the stack and holds it out to Lex.

Lionel: Lex. Your mother wanted to give you this in person, but she's resting, so...

Lex: Is she okay? She seemed so sad.

Lionel: [Sitting next to Lex.] No, no, she's ... she's just tired, that's all. [Wiping the tears from Lex's face.] This pregnancy's been very difficult for her, but once the baby comes, I know she'll be as excited as we are. Here.

Lionel puts the present in Lex's hands. Lex opens it and pulls out a lead box. The same lead box Lex gave to Clark in the Season One episode Metamorphosis.

Lex: [Unimpressed.] It's just an old box.

Lionel: No, no, it's much more than that. This box was formed from the armor of St. George.

Lex: [Surprised.] The dragon slayer?

Lionel: That's right. According to the legend, St. George was fighting a particularly fierce dragon. The battle between them had raged on for days, and St. George was losing his strength... and his faith. So he took a piece of broken armor, and he made it into this box. Inside it he put all his doubts and his fears, and then he went out to face the dragon again.

Lex: [Amazed.] Without any armor?

Lionel: Yeah. [Almost a whisper, telling the story with intensity.] But when the dragon saw St. George coming to do battle with him again, it hesitated and drew back, and in that moment, St. George plunged his sword into the dragon's heart, and it fell d*ad.

Lex smiles.

Lionel: So when people are cruel to you, you take all your fears and your doubts and put them in here, [Lionel opens the box.] in this box. And then you lock it. [He closes the box. Lex nods.] And you'll find that you're, uh, you're stronger than you think you are.

Lionel puts his arm around Lex's shoulder and pinches Lex's nose lovingly. He wipes away what's left of Lex's tears and tweaks Lex's chin. Lex looks inside the empty box.

Fade back to the present, an image of Lex's brain on a screen. This fades to Lex's face in the t*nk. His eyes open.

Dr. Garner: [To the lab technicians.] Bring him up. [To Lex.] That was a good session, Lex. We're making progress.

The stretcher starts to rise from the water t*nk. Clark is on the roof of the building, watching all of this with his X-ray vision. He looks worried.

Cut to Lex leaving Summerholt and walking to his car. Clark walks up to him.

Clark: What are you doing with Dr. Garner, Lex?

Lex: I thought I told you to stay out of this.

Clark: Lex, you know what he did to Molly. And to Ryan. Lex, he's dangerous.

Lex: I really don't have to explain myself to you, Clark.

Clark: Yes, you do, Lex. Because I can't understand why my best friend keeps lying to me.

Lex: [Becoming irritated.] What if you lost seven weeks of your life?

Clark: [Pause. Clark suddenly understands.] That's what this is about.

Lex: Clark, if I could retrieve those memories, they would give me the answers to the questions that have been plaguing me.

Clark: But Dr. Garner knows no boundaries, Lex. If you get caught up in his experimental research, it could k*ll you.

Lex: I don't care. I'm gonna remember everything.

Clark looks frightened. Lex gets into his car and drives away, leaving Clark alone in front of Summerholt.

Fade to black.

Outside sh*t of Metropolis. Night. Lionel is seated at the desk in his office at LuthorCorp speaking to Clark who is standing in front of the desk.

Lionel: When I got your call, I was shocked. I couldn't imagine why you would want to see me.

Clark: Lex is using a highly experimental procedure at Summerholt Institute. He's trying to retrieve the memories he forgot. [Lionel is startled. Clark steps closer to the desk.] Mr. Luthor, you're the only one powerful enough to shut Summerholt down.

Lionel: [Laughs.] Oh, well, I'm flattered by your rather naive view of my business prowess, but why do you think I would resort to behaving like a thug?

Lionel stands and walks around the desk toward Clark.

Clark: Because I don't think you really want Lex to remember what he forgot.

Lionel: No one cares more about Lex's mental health than I do, Clark, but it's not my prerogative to stop him from regaining those lost memories.

Clark: [Pause.] Even if he uncovers the truth about his grandparents' death?

Lionel: You know, Clark, I always thought that your parents' corn-fed hokum made you weak, but, uh, clearly I have underestimated your dark side.

Clark: I'm trying to save my friend.

Lionel: No, you're not. You came here trying to strong-arm me under the guise of concern for Lex, but it's you who doesn't want him to regain his memory.

Clark: That's not true.

Lionel points a remote control at a television and the set turns on, playing the surveillance video of Lex and Clark at Belle Reve from the Season Three episode Asylum. The footage plays over and over.

Lex: I know your secret, Clark.

Buzz as the footage rewinds.

Lex: I know your secret, Clark.

Buzz.

Lex: I know your secret, Clark.

Buzz. Clark looks at the screen, frightened.

Lex: I know your secret, Clark.

Lionel: You want Lex to stop this highly dangerous therapy? I suggest you start telling the truth.

Clark is too stunned to answer. The footage continues to repeat.

Lionel enters Lex's study. Day. Lex is leaning over the railing of the upper level with a drink in his hand.

Lex: What brings you to Smallville, Dad? Find more evidence of little green men in the Kawatche caves?

Lionel: [Laughs.] Another one of your extracurricular activities has been brought to my attention. [Lex comes down the stairs.] Your excursions to the Summerholt Institute.

Lex: Where'd you hear that?

Lionel: Your good friend Clark.

Lex: Summerholt is a highly respected institution.

Lex walks to the bar to refill his drink.

Lionel: [Scoffs.] Respected? Lex, this Garner character operates on the outer fringes of accepted science.

Lex: Well, then you should feel right at home. [Takes a sip of his drink.]

Lionel: Lex, your mind is still very fragile. Why would you risk jeopardizing your sanity for the sake of a few lost memories?

Lex: What's wrong, Dad? Hmm? You, uh, you afraid of what I'm going to remember? Because so far, it's been very illuminating.

Lionel: Lex, it's foolish for you to go on with this treatment. It could trigger another psychotic break.

Lex: Look, that's ridi ...

Lex pauses, closing his eyes as if becoming weak. The entire room suddenly goes dark around him, and he drops his glass, the brandy spilling out of it as it falls to the floor. When it hits the floor it shatters. But it is no longer the same glass. It is now a shattered teacup. A woman with long dark hair sits on the floor and starts to pick up the pieces. Another woman is standing next to her trying to comfort a crying baby. Lionel enters the room. Young Lex spies on the scene from the next room. Day.

Lionel: [To the woman holding the baby.] Would you, uh, would you get something to clean that up, please, Mary?

Mary: Yes, Mr. Luthor.

Mary starts to leave the room, taking the baby with her.

Lionel: Uh, let me have Julian.

Mary comes back and gives the baby to Lionel.

Lionel: [To Julian, comforting.] Yes, yes. Oh, look in his eyes. Hmm? How he looks at you. Oh, my ... Look at that. Lillian, he's like a prince.

Julian stops crying. The woman who dropped the teacup, Lillian Luthor, has remained with her back turned to Lionel, obviously very upset. Lionel tries to give Julian to her.

Lillian: [Crying.] I don't want to hold him.

Lionel: Lillian, it's unnatural for a mother not to want to bond with her child. Please...

Lionel tries to give Julian to Lillian again and she walks away toward the window.

Lionel: [Quiet, angry.] I will not let you inflict psychological scars on my children.

Lillian: [Cold.] That's why they have you, Lionel.

Lionel: No, you don't mean that, Lillian.

Lillian: [Struggling to stay in control of her emotions.] I told you I didn't want any more children. I see how you treat Alexander, chipping away at his spirit.

Lex is still outside, hurt by his parents' words.

Lionel: Because you have made him weak.

Lillian: You're going to pit these boys against each other.

Lionel: No.

Lillian: Make them fight for your affection. I won't let you turn them into monsters. I want a divorce, Lionel.

Lionel: Lillian, these thr*at... these constant thr*at of yours are tiresome. I allowed Lex to come home for your sake. Now, you are going to start to try. [Holding Julian in front of Lillian.] Lillian, try. [Lillian takes the baby.] Try. That's it.

Julian starts to cry again.

Lionel: The four of us are going to be a family. All right? I'm going to give Mary the night off. I think you need some time alone with your son.

Lillian doesn't respond. She walks to the window with Julian who is still crying. Lionel looks at the door and sees Lex peeking in.

Lionel: Lex?

Lex closes the door. Lionel goes to the door and opens it, finding Lex there.

Lionel: Lex, what ... what...

Lex runs to Lillian who is now sitting in a chair with Julian.

Lionel: Lex! [Walks to Lex.] Lex, what are you doing? Hmm?

We are suddenly back to the present in Lex's study. Lex is still buried in memory.

Lex: [On the verge of tears.] Dad, it was an accident.

Lionel: [Honestly confused.] Lex? What are you talking about?

The room goes dark again and red, yellow, and blue lights shine across Lex's face. He is taken into another memory. In the memory, young Lex is in Julian's nursery standing over the crib. The colored lights are coming from a night light in Julian's room. Young Lex stands quite still over the silent crib, looking into it, frightened. Lionel enters the room behind him. Night.

Lionel: Hello, son. What are you two boys up, to, huh?

Lex doesn't turn around. He squeezes his eyes shut fearfully.

Lionel: Lex?

Lex turns to face Lionel.

Lex: [Quiet, defensive.] He wouldn't stop crying. I tried to rock him, and then... [Becoming more upset.] I... You have to believe me.

Lionel: What have you done, Lex?

Lionel walks toward the crib, and Lex steps out of the way as Lionel looks at Julian.

Lionel: What ... [He leans over the crib as his eyes fill with tears. Whispered.] What have you done? Wha ... [His breathing becomes uneven as he turns to Lex with fury in his eyes.] What have you done? What have you done?!

Lionel backhands Lex across the face and Lex falls to the floor.

Back to the present time as Lex falls to the floor in his study. Lionel kneels down next to him.

Lionel: Lex? Son?

Lex: What happened?

Lionel: I don't know. We were talking. You went into a catatonic state, and... I'll call the doctor.

Lex: [Getting up.] Don't bother. I'm fine, I'm fine.

Lex goes to the bar and grabs a bottle of water, drinking from it deeply.

Lionel: This is a side effect of your treatment, isn't it? [Touching Lex's face.] You're playing with f*re, son.

Lex: [Slapping Lionel's hand away.] Stop it! You only care about preventing me from getting back those seven weeks.

Lionel: No. I've got nothing to hide from you, Lex. You spend too much time living in the past. You've got to start looking to the future.

Lex: Get out.

Lionel: It's always been your weakness.

Lex: Get out!

Lionel looks at Lex for a moment, then leaves the study. Lex takes a deep breath.

Martha is in the Kent kitchen talking on the phone as Clark enters. Day.

Martha: I love you, too, sweetheart. Okay, bye. [She hangs up the phone.] I just spoke to your dad. He's doing well, but they want him to stay an extra day.

Clark: Did you tell him about Lex?

Martha: I thought it was better to keep that under wraps until it looks like more of a thr*at.

Lionel enters.

Lionel: Unfortunately, I'm afraid that time has come. Excuse the intrusion. The door was open.

Martha: [Startled.] What are you doing here?

Lionel: Clark didn't tell you? He came to see me.

Martha: looks at Clark, shocked. Clark looks back guiltily.

Lionel: Your son has always had a penchant for secrecy.

Clark: Mom, can you give us a minute?

Martha: [Nodding.] Sure.

Martha starts to go up the stairs and stops when Lionel speaks.

Lionel: Martha, I... Would you, uh, give my best wishes to your ... to Jonathan? I'm sure it must be a challenge for him to, um, run the farm in his weakened condition.

Martha: [Cold.] Don't worry about Jonathan. He'll be fine. His strength of character will see us through anything. [She turns to go.]

Lionel: I miss your sage advice, Martha. [Martha turns to face him.] There's always a job waiting for you if you ever want to come back to LuthorCorp.

Martha is unsure of how to respond. She looks at Clark uneasily, then back to Lionel, then turns and goes upstairs.

Lionel: Um, thank you, Clark, for letting me know what Lex has been up to. Unfortunately, our collective meddling has convinced him to accelerate the whole process.

Clark: [Worried.] He could seriously hurt himself.

Lionel: I know, but he's an adult, Clark, and people have to make their own mistakes sometimes before they realize that they've gone down the wrong path.

Clark: What if he doesn't? What if he comes out of this a vegetable?

Lionel: Well, then I'll have no choice but to... to have him committed again to Belle Reve. This time, permanently.

Clark: [Shocked.] Where is he?

Dr. Garner is in the memory lab at Summerholt Institute. Day. Clark enters.

Clark: Where's Lex?

Dr. Garner: How the hell did you get in here? I'm calling security.

Dr. Garner walks toward the water t*nk. Clark follows him.

Clark: If he continues these experiments, his father's gonna have him institutionalized again.

Standing next to the t*nk of green water, Clark is visibly weakened.

Dr. Garner: Lex is well aware of the risks. [Seeing Clark's condition.] What's the matter, Mr. Kent? You're not looking well.

Clark: [Starting to double over.] You have to stop what you're doing.

Dr. Garner nods to a man standing behind Clark. The man punches Clark in the back, knocking him to the floor. Clark is too weak to get up. Dr. Garner looks down at him cruelly.

Dr. Garner: You've always been intrigued with my research. Now, you're gonna have the opportunity to be a part of it.

Cut to three lab technicians lifting Clark onto a metal operating table.

Dr. Garner: Strip him.

They pull of Clark's jacket. Then one man unbuckles Clark's belt and pulls it out of his jeans as another man cuts Clark's shirt open with a pair of scissors. Dr. Garner watches this as he talks on his cellular phone.

Dr. Garner: The mouse took the bait.

Lionel is on the other end of the line in his office at LuthorCorp.

Lionel: All right. Now, I've delivered my end of the deal, and I expect you to live up to yours.

Dr. Garner: Lex will never undergo another treatment at Summerholt.

Lionel: Now we can put your talents to use on a far more interesting project. I want us to begin studying Clark Kent. Immediately.

Dr. Garner smiles sadistically.

Fade to black.

Clark is strapped to the stretcher at Summerholt wearing only a pair of shorts. Day. He has two wires connected to his chest and two wires connected to his forehead. He looks around fearfully, still unable to fight. The stretcher is raised into the air over the water t*nk, and Lionel and Dr. Garner watch from below.

Dr. Garner: [To Lionel.] We're ready.

Lionel: I'll feed you the questions, all right? I want to know the truth about Clark Kent. [Looking up at the stretcher wistfully.] Where does he come from?

Cut to Lex entering the Summerholt Institute. He goes to the front desk and speaks to the receptionist.

Lex: I'm here to see Dr. Garner.

Receptionist: Mr. Luthor, Dr. Garner left word with your assistant. Your session's been cancelled.

Lex: I got the message. I want to speak with him personally.

Receptionist: Well, I'm afraid he's off-site at a seminar.

Lex: [Disbelieving.] Thank you.

Lex walks away from the desk and dials a number on his cell phone.

In the memory lab, Lionel's cell phone rings. He looks at the caller ID, then answers it. Clark is still in the stretcher suspended over the t*nk.

Lionel: Lex, I'm in a meeting.

Lex: At Summerholt? Is that why Dr. Garner cancelled my session?

Lionel: I don't have time for this now, Lex.

Lex: Then you better make time. Because my treatment worked. I remember everything.

Lionel: [Pause. Lionel is clearly worried.] Where are you?

Lex: You know where I am, Dad. [Lex hangs up his phone confidently.]

Lionel: [To Dr. Garner.] I have to solve a problem. Wait till I get back.

Lionel leaves.

Dr. Garner: [To the lab technicians.] Lower him into the t*nk. I'm not waiting for anyone.

The technicians lower the stretcher into the water. As Clark comes closer to the water, his body starts to tremble rapidly, and even more so once he is in the water with only his face still in the air.

Dr. Garner: Clark, I need you to relax. Take me back to your earliest memory. Where did you come from?

Clark's shaking has slowed down somewhat, and his eyes are closed. We zoom into his eye and it opens allowing us into his pupil. A memory opens up before us. A baby wrapped in a yellow blanket is being placed into a spacecraft. We hear the voice of Jor-El.

Jor-El: Put him inside, Lara. Our time has passed. The hourglass is empty.

We see Lara's hand putting a key into the ship and we hear her voice.

Lara: What if they don't love him?

The inside of the ship lights up with Kryptonian symbols. Jor-El and Lara join hands above the baby.

Jor-El: Lara, his destiny is set. As is ours.

Lara: [Sadly.] Goodbye, my sweet Kal-El.

The octagonal key rests in its groove on the ship. Lara presses on it, and it melds into the ship, causing the groove to fill in. Lara and Jor-El continue to hold hands as the symbols in the ship start to travel in circles and the ship closes around the baby.

Back to the present at the Summerholt Institute. Clark is in the stretcher in the water t*nk screaming.

Clark: Lara! Lara! Lara!

Dr. Garner: Who's Lara, Clark? [No answer.] Why isn't he responding?

Lab technician : I'm not sure, Doctor. But he's having some sort of reaction to the solution.

Clark starts to shake again and the lights in the room flash with surges of electricity.

Clark: Lara!

Technician : We need to pull him out!

Dr. Garner: No. He hasn't told us what we want.

Clark: Lara!

Clark keeps shaking as bolts of electricity flash through the water in the t*nk.

Cut to Lionel walking out to the front desk of Summerholt where Lex is waiting.

Lionel: Lex? Lex, what's so urgent that you needed to call me out of a meeting? What's the problem, son?

Lex: I don't know, Dad. The fact that you co-opted Dr. Garner tells me that you really are scared of the memories I could recover. What'd you give him?

Cut to Clark in the t*nk. His shaking has become violent and the machinery around him is starting to self destruct and sh**t sparks.

Clark: Lara! Lara!

Dr. Garner: Shut it down!

At the front desk of Summerholt, there is a loud crash causing the ground to shake and the emergency alarm to sound.

Lionel: What the hell was that?

Receptionist: The alarm in the memory well's been triggered.

Lex: [To Lionel.] Looks like I'm not the only one playing with f*re.

Lex walks past Lionel toward the memory lab.

Lionel: Lex. Lex? [Lex keeps walking.] Lex!

Lex enters the lab where most of the equipment has collapsed. He sees an unconscious lab technician on the floor and feels his neck for a pulse. Lex continues to walk through the disaster area, dodging a hanging neon lamp, and gets to the water t*nk where he sees Clark. The stretcher has tipped partway into the water and Clark is unconscious and completely submerged.

Acting quickly, Lex finds a pipe on the ground and bashes the side of the t*nk with it, shattering the glass. The green water spills out onto the ground and Lex looks inside the t*nk at Clark.

Lex: Clark.

Clark turns his head toward Lex, regaining consciousness.

Clark: [Weakly.] Lex, help me.

Lex: I'm gonna get your out of here.

They hold each other's eyes as the equipment continues to flash and spark around them.

Fade to black.

Outside sh*t of Clark's loft. Night. Inside, Clark sits on the steps, contemplative. Lex enters. Clark sees him, then stands up and walks up the stairs, making a point of not saying anything. Lex follows him.

Lex: I wanted to see how you were feeling. You looked pretty messed up.

Clark: [Curtly.] Yeah, I'll survive.

Lex: What were you doing in Summerholt, Clark?

Clark: [With his back to Lex.] I was trying to save my friend from making a big mistake.

Lex: That was your opinion. I told you to let it go, but you kept pursuing it. You even involved my father.

Clark: [Turning around.] Yeah, well, believe me, Lex. He's the last person I'd ask for help, but I didn't have any other options.

Lex: He betrayed you, Clark. He stopped my sessions with Garner by offering you up as a lab rat. I've tried to keep my father away from you, but he's obsessed. If I'd got back those seven weeks, I could've finally stopped him.

Clark: Maybe, Lex. Or maybe you'd make it worse. You're always telling me how you don't want to turn into your father, and I truly believe that. But the more you two go at each other, the more like him you become. And the more people get hurt.

Lex: [Stricken, he steps closer to Clark.] I will never become my father. I would never sacrifice you or anybody I cared about to bring him down.

Lex turns around and walks down the stairs.

Clark: Lex. Why does your father hate you so much?

Lex pauses for a long time without turning around.

Lex: Take care of yourself, Clark.

Lex continues to walk down the stairs, then stops when he gets to the landing and the barn goes dark around him. He is suddenly seeing another memory of himself as a little boy.

Young Lex is in his pajamas, walking up the stairs of the mansion with a tray of food. Night. He can hear Julian crying uncontrollably in another room. He follows the sound down the hallway and is startled to hear the crying abruptly stop. Panicked, Lex runs up another flight of stairs and down another hallway toward Julian's bedroom. He gets inside and the blue, red, and yellow night lights shine on his face.

Lex: Mom?

Lillian is wearing a nightgown and leaning over Julian's crib with her back to Lex. She doesn't respond.

Lex: [More insistent.] Mom?

Lillian turns around. Her face is shining with tears, and she is holding a pillow in her hands which just moments earlier she had been holding in the crib. She drops the pillow onto the ground, and Lex looks at his mother, understanding. He walks closer to her.

Lex: What'd you do?

With a dazed smile, Lillian walks closer to Lex.

Lillian: Ssh. Don't wake the baby. He's sleeping.

Lex looks past Lillian at the crib, then runs to it and looks inside.

Lex: [Shocked, whispering.] No. No. [He turns to Lillian.] What about Dad?

Lillian: Ssh. Dad has nothing to worry about, sweetheart. [Lillian kisses Lex on the forehead.] Julian's happy now.

Lillian nods at Lex and then staggers out of the room. Lex looks back down at the crib and the motionless baby inside.

Lex: No...

Back to the present, Lex is still standing on the landing of the stairs in the loft. Clark walks down after him.

Clark: Lex? Are you all right?

Lex: Yeah. Yeah, I'm fine.

Lex leaves the loft, and Clark watches him go with a confused expression.

Outside sh*t of LuthorCorp. Day. Lionel enters his office where Lex is seated on the desk waiting for him.

Lex: I see, once again, you managed to walk away from a major debacle unscathed.

Lex holds up a newspaper article with a picture of Dr. Garner. The article says "Summerholt Founder Comatose After Medical Accident."

Lionel: [Chuckles.] I was only there at Summerholt, Lex, because I was concerned about you.

Lex: And Clark.

Lionel: I was as shocked as you were to find out that Dr. Garner was holding him there against his will.

Lex: [Smiling at Lionel's lie.] In yesterday's melee, I didn't get a chance to tell you about a repressed memory I recovered.

Lionel: [Exasperated.] Oh, Lex...

Lex: Don't worry, Dad. It wasn't about those seven weeks.

Lex gets off of the desk and walks away from it, his back to Lionel. Lionel goes to the desk and picks up the article about Dr. Garner. Lex turns around.

Lex: It was about Julian.

Lionel: [Dropping the article back on the desk.] Yes, well, we, uh, put that tragedy behind us years ago, didn't we?

Lex: I didn't k*ll him.

Lionel looks into Lex's eyes, startled. He takes a breath.

Lionel: Lex, I understand that you need to, uh, excuse your behavior, but I, uh, [Whispering with unresolved emotion.] I saw you, Lex. I saw you standing over Julian's crib. [Making an honest effort to move on.] It's the past. It's history.

Lionel turns his back to Lex, looking down at the desk. Lex walks toward Lionel's back slowly.

Lex: [Pause, then softly.] Mom did it.

Lionel turns around and looks at Lex.

Lex: I walked in, and I found her. [Whispering, becoming emotional.] That's what I repressed.

Lionel: (Quiet, dangerous.) Don't you dare. I won't let you desecrate your mother's memory like that.

Lex: (Angry.) I don't blame her. I blame you.

Lionel: What are you talking about? Your mother loved Julian. She would never ... she wasn't capable of m*rder her own child! She loved him!

Lex: Loved him so much she couldn't bear the thought of subjecting him to your particular brand of parenting.

Disgusted and hurt, Lionel walks away from Lex and goes toward the door of the office, grabbing his coat. Then he glances back at Lex and drops his coat onto the chair, not ready to drop the argument.

Lionel: All right, Lex. Why would you take the blame for your brother's death?

Lex: [Turning around.] Because I was your sole remaining heir, Dad. I knew you wouldn't let anything happen to me. But Mom... she would be the lamb to the slaughter.

Lionel's face is pure shock as he begins to realize that Lex's words are true. Lionel's mouth hangs open and his lower lip begins to tremble as his eyes fill with tears at the horror.

Lionel: [Shaky.] Oh...

Lex nods.

Lionel: I... If I'd known, if... [He grabs Lex by the jacket desperately.] If I'd seen...

Lex: What?

Lionel: [Immensely regretful.] Things would've been s ... so different between us.

Lex: Yes, Dad. You might've actually loved me.

Lionel frantically tries to argue.

Lex: No. No.

Lionel: I ...

Lex pushes Lionel out of the way and leaves the office. Lionel remains alone, wavering slightly on his feet.

Clark is sitting on the couch in the loft. Day. On the coffee table in front of him is a model with all of the planets in our solar system and the sun. The planets are connected to wires and revolve around the sun slowly. Clark watches silently, depressed. Martha enters the loft and walks up the stairs toward Clark.

Clark notices her and turns off the mobile, ceasing the planets' movement.

Martha: [Gently, concerned.] You barely said anything about what happened at Summerholt.

Clark: [Sadly.] Don't worry, Mom. My secret's still safe.

Martha: [Sighs.] Well, I'll be in the house if, uh, if you want to talk.

Martha starts to leave. Clark watches her quietly for a long moment.

Clark: Lara... [Martha turns around.] ...is my biological mother's real name.

Clark stands up and walks toward Martha.

Martha: How did you know that?

Clark: When I was in the t*nk, I saw my earliest memory. She was putting me in the ship. Her only fear was that no one would love me.

Martha: [Amazed.] I can't imagine the agony of putting my son in a lifeboat and sending him across the stars.

Clark: Because of Jor-El, I always thought that my biological parents were monsters, but she wasn't. I just can't believe I forgot about her.

Martha: You didn't, Clark. Your first word was Lara. (Martha smiles.) Your father and I could never figure out what it meant. Now we know.

Clark smiles in return.

Clark: I wish she could've met you. To see what a great mom I have.

Martha: She knows, Clark. A mother's love never dies.

Martha and Clark embrace. Clark smiles slightly as they hold each other in the dying sunlight.

End
{"type": "series", "show": "Smallville", "episode": "03x19 - Memoria"}