Original Air Date on November 2nd, 2006

[6 weeks ago: Oakland California ]

[2 guys are playing one-on-one basketball on an inner-city court. ]

Lamar: Come on, tippy toes.

Yance: Huh?

Lamar: You got to learn how to tango, baby.

Yance: Yeah, baby.

[Grunts ]

Lamar: That's game! Guess you won't be dancin' with the stars ...

[Sighs ]

Lamar: Time to pony up, Yance.

Yance: Think I'm paying you, man - you're crazy.

Lamar: C'mon dog, you set the table and I cleaned up.

Yance: A'ight, tomorrow night - best 2 out of 3.

Lamar: Can't do it man, I gotta study.

Yance: C'mon man, you know you gotta square me up.

Lamar: Look, I gotta test man, I can't ...

[In the sky, there is a far-off expl*si*n and a burst of light. A bolt from that expl*si*n flies toward them, striking the railroad tracks near them. ]

Yance: Hey, what was that? No way, man, don't go back there. Don't you ever watch movies?

[Lamar walks up to the smoking crater left by the impact and sees a figure writhing on the ground. The figure notices him - it is a Phantom escaped from the Phantom Zone - and flies toward him, immediately taking over his body. ]

Yance: Yo ... that was some creepy creepy, man.

Baern: That was some creepy creepy, man. Where is Kal-El?

Yance: What El?

Baern: I said, "where is Kal-El?"

Yance: What you going on about, man? What's Kal-El?

[The Phantom, now in Lamar's body, sh**t an energy burst from his hands, obliterating Yance and leaving nothing but a smoking sneaker behind. ]

Lana: Middle of the night, mysterious meeting, suspicious briefcase? You normally just call me with an update, Dr. Groll. Why all the intrigue?

Dr. Groll: The precautions aren't for dramatic effect.

Lana: Are you in some sort of danger?

Dr. Groll: I think we both are. The cds contain all my research on the box ... every test result, every theory I've written.

Lana: You're quitting.

Dr. Groll: I'm disappearing.

Lana: Don't you think that's a bit extreme?

Dr. Groll: You'll find that when you're in as deep as we are with the Luthors, they won't let you just walk away. We've started military testing.

Lana: I thought we were still in the analysis phase. Lex didn't tell me that we were already testing with the military.

Dr. Groll: Forgive me, but I believe that there's a lot that Lex neglects to tell you.

Lana: You could have just left. Why come to me?

Dr. Groll: Because I'm not the only one I'm worried about. Despite our differences, Miss Lang, I thought you deserved a warning. I'm getting as far away from the Luthors as possible. I suggest you do the same.

[From a distance away, Jimmy Olsen captures the whole scene with his camera. ]

Clark: Oakland, California.

Chloe: Local authorities determined it was made by a sh**ting star, but that was just wishful thinking. Sorry. It impacted six weeks ago, right around the time you fell out of the Phantom Zone. It gets worse. He's already k*lled once. Two boys went missing on the site of the crater. All they found were human ashes and a basketball.

Clark: Sounds like heat vision.

Chloe: Not unless your heat vision comes with a radiation setting. The ashes were off the geiger charts, and the next day, the nuclear facilities 20 miles away were h*t.

Clark: Any idea why the Zoner would be there?

Chloe: Well, aside from giving the five researchers a premature cremation, the radioactive material that they'd been working with was sucked dry.

Clark: It's almost like he was feeding off it. We need to check all the plants in the area.

Chloe: Hello? Um, have you met me? There have been a half a dozen incidents across the continent. The most recent one was just outside of Metropolis.

Clark: Chloe, these att*cks form a straight line.

Chloe: Headed directly towards you.

Clark: Chloe ...

Chloe: I'll make a list of all the possible sites within a 100-mile radius. I'll call you.

Clark: Thanks.

[Clark hears something outside, and when he goes to look he sees a woman emerge from the shadows. ]

Clark: Raya?

Raya: Hello, Kal-El.

Clark: I was afraid I'd never see you again. I'm sorry. I didn't want to leave you in the Phantom Zone.

Raya: You had no choice. It's okay, Kal-El. And if it wasn't for you, I would have never escaped. I would have never seen all this. It's more beautiful than the world your father described.

Clark: How'd you find me?

Raya: Your father told me about the family he had chosen for you, about Smallville. It must have been hard growing up here by yourself.

Clark: I had my parents. I had my friends.

Raya: But no one who really understood you.

Clark: You mean what was it like to grow up with such a big secret?

Raya: And the amazing rush of racing trains, knowing nothing can hurt you.

Clark: I used to try to pretend not to notice, but sometimes I would catch my dad watching me when I'd picked something up that was impossible for him to even move. He wanted so much to know what that felt like.

Raya: But he never could.

Clark: No matter how I think I fit in ... every day I'm reminded I'm not one of them.

Raya: You're not alone anymore. I'm here.

Chloe: Hey! The wayward boyfriend returns. Jimmy, we're in the bullpen, not the back of my Yaris.

Jimmy: Which I am looking forward to visiting again soon. But first, you need a swanky new dress. Got to look sharp when we're accepting our Pulitzer ... your words, my pictures. You think I should rent a tux, or is that too stuffy?

Chloe: Jimmy, I would hold off on the bow tie. This is a bumper.

Jimmy: Yeah, but watch. This guy takes a metal briefcase into the car and leaves without it.

Chloe: What were they doing out there?

Jimmy: Well, I'm working on it.

Chloe: Well, who is this mystery man?

Jimmy: I ... don't know.

Chloe: What's in the briefcase?

Jimmy: Something illegal?

Chloe: Jimmy, this isn't a story. It's a hunch. Besides what were you doing playing stalkerazzi in the middle of the night following Lex Luthor around?

Jimmy: Being proactive, hopefully nailing a front-page sh*t. You don't think some back-alley hand-off is suspicious?

Chloe: I think Lex Luthor getting out of bed in the morning is suspicious, but you need facts. You need proof.

Jimmy: Well, thanks for the pop-up commentary, but that's where I was ... you know, kind of hoping that you would come in.

Chloe: Look, Jimmy, I've dealt with the Luthors before. And the kind of ball they play is very, very hard.

Jimmy: Then I guess I better bring my bat. Appreciate the help.

Chloe: Jimmy ...

Chloe: [ Sighs ] You nearly gave me a heart att*ck.

Baern: Serious lack of signage down here. Which way is archives?

Chloe: It's over there. Are you, um, one of the new ... interns?

[Baern is sitting at a computer in the archives section, scanning through old newspaper articles. He finall stops on a picture of Clark. ]

Baern: Kal-El.

Lex: What do you mean Groll's lab is cleaned out? This schematic can't be all that's left. What about all the research? Just find him.

Jimmy: Mr. Luthor, thanks for seeing me.

Lex: Your girlfriend is very close with the person I care most about. That's the only reason you're here, Mr. Olsen.

Jimmy: Uh, would you mind if I start with a few pictures?

Lex: Actually, I do. I'll have my people send you a publicity sh*t.

Jimmy: Right.

Lex: So, what is this about?

Jimmy: Okay, then. [ Chuckles ] Down to business. What exactly is your connection to this man, Mr. Luthor, and what was in the steel case that he gave you?

[Lex looks through the photographs that Jimmy gives him and is clearly surprised by the late-night meeting. Showing no outward signs, he sighs, but seems unfazed. ]

Jimmy: Can I take that as a "no comment"?

Lex: [ Chuckles ] You know, James, I was very happy to hear that Chloe finally landed a boyfriend. It appears my jubilation was premature. [ To a security guard ] Mr. Olsen has to get back to Metropolis. [ As Lex speaks to the guard, Jimmy takes a picture of the schematic on Lex's desk with a tiny camera. ] Make sure he finds the way out.

Lex: Jimmy. Tell Chloe Lana says hello. And if you ever try anything like this again, you'll be leaving through the window, no matter who you're dating.

[Lex picks up the photos again, then slams them down on the desk. He finds Lana in her room, holding up a set of keys in front of her. ]

Lex: I thought I should just give you the car since you obviously don't like asking to borrow it.

Lana: I didn't know that I had to.

Lex: Lana, the car is not a big deal. You sneaking out of the house at midnight ... that bothers me.

Lana: There's nothing to be upset about, Lex. I had a late-night craving for ice cream.

Lex: Mocha mint? That's your favorite, right? What's Dr. Groll's? Did you honestly think this wouldn't catch up with you? I don't like playing cat-and-mouse games, Lana.

Lana: Is it the game that you don't like ... or the fact that someone's playing it on your level?

Lex: I don't know where you stashed the box, but I want it back now. Please.

Raya: You cheated.

Clark: I couldn't let a rookie catch me in the last county.

Raya: Jor-El would have never let you get away with that.

Clark: What was he like? My father.

Raya: Brave ... strong ... with the biggest heart of anyone I've ever known.

Clark: To be honest, that's not the Jor-El I imagined.

Raya: He was determined to save us. I remember helping him build your ship. He was so careful, planning every detail, down to your baby blanket. I wish that he could see you now.

Clark: I haven't been the best son.

Raya: Your father was hard on himself, too. He felt guilty that he couldn't save Krypton. His only redemption was sending you to save Earth.

Clark: Save it from what?

Raya: Extinction. Your civilization is going to destroy itself, just like Krypton. You should know this. It was part of your training.

Clark: I haven't started my training. Now the Fortress is damaged. Jor-El tried to warn me, but I didn't listen. I mean, how could I trust someone who brought so much pain into my life?

Raya: Pain is a part of anyone's journey, Kal-El. You can't escape it. You must accept your destiny.

Baern: [ From the loft above them ] Too bad that destiny's just gotten a little shorter. [ Walking down the steps ] The last son of Krypton. [Chuckles ] I've been waiting for this moment for a long time.

Clark: You're the one who's been coming for me.

Baern: And I think it will be worth the trip. What's the matter, Raya? Don't recognize an old friend? It's me, Baern.

Raya: He's one of the Phantoms.

Baern: How do you like the new suit?

Clark: What do you want?

Baern: To pay back your old man for giving me a one-way ticket to hell. But then he had to go and get himself eviscerated along with everyone else from that ice cube you call a planet. So I guess you'll have to do.

[Baern sh**t energy beams at Clark, sending him flying through the barn wall. He tries to att*ck Raya but she is too fast for him and kicks out at him first, sending him through another wall. She runs to check on Clark while Baern escapes. ]

Raya: Kal-El?

Clark: Where is he?

Clark: I know my father told you where he sent me, but how did Baern know?

Raya: After Krypton fell and Jor-El was d*ad, the prisoners in the Phantom Zone discovered that he'd only managed to save his own son. The story of your survival was a myth, a rumor ... one of hope for some of us and revenge for others.

Clark: For someone who's been dreaming of k*lling me for the last 20 years, his visit was a little short-lived.

Raya: I don't think he was expecting to fight both of us. He was weakening. His race feeds off radioactive energy.

Clark: So that's why he's so strong.

Raya: Baern k*lled hundreds on his own planet before he came to Krypton. But Jor-El managed to exile him to the Phantom Zone.

Clark: I'm guessing Baern is searching for a new energy source.

Raya: It won't take him long. He can sense power sources. There's only one thing that can stop him ... your father's crystal.

Chloe: Hey. I've sent you like 10 text messages.

Jimmy: Really? I must have missed them.

Chloe: Look, I'm sorry. I shouldn't have blown off your conspiracy theory about Lex. I just wanted to make sure that you knew what a shark he is.

Jimmy: I know. You're right.

Chloe: So you're dropping it?

Jimmy: No, I meant that you were right that I needed proof, so I pulled a little "how about a little free publicity for your pet charity" with Luthor the lesser, and I got my foot in the door and took a look around.

Chloe: Wow, you must have been pretty persuasive. Lex doesn't usually take interviews.

Jimmy: Yeah ... actually, I may have dropped your name. Look, I'm sorry, but I had to. It was so worth it. Take a look.

Chloe: Oh, my God.

Jimmy: You see those symbols? They're like hieroglyphics. Do you knoww that this means, Chloe? Lex is working with the Egyptians.

Chloe: You know, I think you're right. Why don't you make a bunch of copies of these, and I'll call the embassy and see what I can dig up?

Jimmy: Hey, now, that is my girl.

Raya: Baern wouldn't have left the area with you still alive.

Clark: There must be some other place he'd go ... maybe a military installation the public doesn't know about.

Chloe: Hey, I've been trying to call you. Where have you been?

Clark: Racing around. Chloe, this is Raya.

Chloe: Oh, Raya. Wow. It's nice to know something good finally came out of the Phantom Zone, especially since we have a big problem.

Clark: Chloe, this is what Zod was gonna use to wipe out the Earth. Where'd you get this?

Chloe: Jimmy took it. It was on Lex's desk.

Clark: I thought I destroyed it.

Raya: I know this design. It's part of the brain interactive construct.

Chloe: What?

Raya: Brainiac ... this box is its power core. Kryptonian energy source exponentially stronger than anything here on Earth.

Clark: Baern ...

Raya: If he gets a hold of this, it'll give him enough power to fuel him indefinitely ... and k*ll us both.

Lana: Safe and sound.

Lex: You didn't keep it.

Lana: It's not mine to keep.

Lex: Incredible, isn't it? Such a small, fragmented piece of metal. It might hold the secrets of the universe.

Lana: Or a new way to destroy ourselves. Lex, you didn't tell me you started working with the military.

Lex: Well, who better to help defend us? Lana, the future always has risks. That doesn't mean we shouldn't move forward. I thought we were in this together.

Lana: We still are ... just not on the same side. Lex, you're obsessed. We've been through this before with the ship, and something has got to give. The box ... or me.

[Lana turns to leave, but when she opens the door to the study, Baern is standing there. ]

Baern: You have something I need.

Lex: Lana, call security.

Baern: They're kind of unavailable right now.

Lex: You're not getting near it. [ Lex steps between Baern and the black box, but Baern throws Lex across the room and crashing through his glass desk. ] Aah!

Lana: Lex!

[Baern holds his hand over the box, feeding off its energy until there is nothing left but a pile of dust. As he does, Lex and Lana escape from the room. ]

Lana: Lex ...

Lex: It's only a second-degree burn ... nothing to worry about. They want to run an x-ray to make sure my ribs are all right.

Lana: How did that thing know about the box?

Lex: That's exactly what I was wondering.

Lana: Do you think that I'd actually be involved in something like this, that I'd let you get hurt?

Lex: No ... of course not.

[Footsteps approaching ]

Lana: Clark.

Lex: What are you doing here?

Clark: I went by the mansion. I heard you were taken to the hospital. You okay?

Lex: We're fine, Clark ... both of us.

Clark: What happened?

Lex: We had an uninvited guest, but ... we're used to that kind of thing.

Clark: I'm glad you're all right, then.

[Door opens ]

Doctor: Mr Luthor, let's get you down to x-ray.

[Lex leaves the room. ]

Lana: Hate to question your good-natured visit, but are you really interested in Lex's health? What's the real reason you're here?

Clark: Look, you don't want to get in the middle of this.

Lana: No, you don't want me in the middle of it, but it's too late. Clark, stop trying to think up excuses and just tell me what's going on.

[Clark considers this, then pulls out the image of the black box schematic. ]

Clark: Have you seen this before?

Lana: Yes. But it doesn't matter anymore. It's just a pile of ash now. That thing destroyed it.

Clark: Raya, I told you the Fortress is d*ad. Why are we here?

Raya: It's our only hope to defeat Baern. This was all we had left of our home, Kal-El.

Clark: And now it's gone, too.

Raya: It was more than that. The Fortress was a storehouse for all the knowledge in the universe ... at least all that we had. How could this happen?

Clark: I'm sorry. I don't know how to bring it back.

Raya: Your father wouldn't have given up so easily.

Clark: I haven't given up. I don't know what else to do. I've tried everything.

Raya: Everything except the training your father wanted for you.

Clark: So, why are we here?

Raya: Baern is too dangerous to att*ck anywhere else. With the power he absorbed from the box, he could wipe out half a continent.

Clark: If he's that strong, will the crystal still work?

Raya: It should, provided we stay alive long enough to use it.

Clark: I'm not sure it'll be that easy just to lure him here.

Raya: I'm gonna see if I can reroute whatever residual power is left ... just enough to send out a signal ... to let Baern know you're here.

Martha: Clark, I'm home. I canceled the rest of my meetings and came back early. If I had to listen to one more egoist droning on about the need for school reform rather than actually doing something about it ... Clark?

Baern: Don't you mean Kal-El? He left without saying goodbye.

Martha: Who are you? Where's Clark?

Baern: That's what I would like to know.

[High-pitched humming ]

Baern: Kal-El.

Raya: That's all the power I was able to draw. Hopefully it'll be enough.

Clark: That sound ... I've heard it before.

Raya: Every Kryptonian family has a unique tone ... a beacon to identify itself. Baern's sure to recognize yours.

Clark: And follow it straight to me.

Baern: So this is Jor-El's famed Fortress of knowledge. I thought it'd be bigger.

Clark: It doesn't matter. You won't be staying long.

Baern: Big talk, big man. I'm surprised you're still standing. I guess Jor-El was right about how the yellow sun affects you Kryptonian cockroaches. But I'm back. And now ... I'm supersized. This is the perfect place for the fall of the House of El. [ Baern sh**t out energy at Clark who tries to deflect it with the crystal, but is thrown backwards. ] Paying for the sins of your father can be a bitch.

[When Baern tries another energy beam, Raya steps into its path, allowing Clark to retrieve the crystal, but the energy beam passes all the way through her. ]

Raya: No-o-o-o-o-o-o!

[Clark faces down Baern with the crystal, this time gaining the upper hand. Finally, the Phantom is removed from Lamar's body, and he falls heavily to the ground. ]

Clark: Raya?

[Gasping ]

[Coughs ]

Clark: Raya.

Raya: The crystal ... it has enough power now. Restore the Fortress.

Clark: You can't leave me, not now.

Raya: I'm sorry ... I couldn't share in your destiny ... Kal-El.

Lamar: What happened? Where am I?

Clark: A hospital ... in Kansas.

Lamar: Kansas?

Clark: Do you have any idea how you got here?

Lamar: I barely even know where here is ... I mean, no ball, no beach. Kansas is strictly flyover.

Clark: So, the last six weeks ...

Lamar: Six weeks? The last thing I remember was ... I was playing ball with my boy Yance and after that ... nothing. Am I supposed to know you?

Clark: No. My name's Clark kent. We found you unconscious, and I didn't know what else to do, so I brought you here.

Lamar: This is crazy.

Clark: Yeah. The doctors say you're gonna be all right.

Lamar: I get the feeling I've got you to thank for that, man. Kansas, huh?

Clark: [ Chuckles lightly ] Kansas.

Chloe: Oh, no, I know that look. Meeting didn't go well with the editor, huh?

Jimmy: Some meeting. I pitched my take on the Lex Luthor-Egyptians conspiracy, and they refused to put somebody on the story. And I had proof.

Chloe: Well, maybe not definitive proof, but you definitely were on to something. I'm sorry, Jimmy.

Jimmy: That's not even the worst of it.

Chloe: Well, you couldn't have been demoted. I mean, you can't get any lower.

Jimmy: Try unemployment. Apparently Lex made a call. They fired me.

Chloe: What!?

Jimmy: Look, I managed to talk my way back, but only as far as the basement.

Chloe: Well, don't knock the basement.

Jimmy: My career's over. Scanning other people's photos at the archive for the rest of my life.

Chloe: No, you won't. In fact, you should consider the fact that Lex tried to get you fired a compliment. If you hadn't been so good at your job ... too good ... he wouldn't have even bothered. You're gonna be a great photographer one day, Jimmy Olsen.

Lex: I thought maybe you'd had another sweet-tooth att*ck.

Lana: Don't worry, Lex. I'm not going anywhere.

Lex: You sure?

Lana: Not tonight.

Lex: I think we need to reassess some things.

Lana: Because of the box?

Lex: Because you lied to me, Lana. After all your talk about honesty.

Lana: Then I guess we're even. I'm just glad that the box was destroyed.

Lex: How can you say that? You've seen what can happen, the thr*at that are out there, that the box was our only hope of defending ourselves.

Lana: The human race has survived this long. It doesn't need Lex Luthor to save it. You know, our conversation was interrupted.

Lex: What, you mean your ultimatum? Do you honestly think I wouldn't have chosen you?

Lana: I guess we'll never know.

Martha: Raya sounds like an amazing woman.

Clark: I wish you could have met her. She loved this place, this whole world. She barely had enough time to discover it ... before she gave her life to protect it.

Martha: It looks like Krypton gave us more than one hero. I'm so sorry, Clark.

Clark: When I was with Raya ... ... I didn't feel alone anymore.

Martha: Clark ...

Clark: Mom, I know how much you love me and how much dad ... but I've always felt ... different. Because I am. And Raya was the first person I ever met who could really understand that. And I don't think I ever really thought about what I'd lost ... a family, a whole race of people who were just like me. For the first time, I'm ready to stop running ... from who I really am ... from my destiny.

Martha: Your training with Jor-El ... you want to go.

Clark: But I can't ... not yet ... not until every prisoner that I released from the Phantom Zone is returned ... or destroyed.

[At the Fortress, the d*ad, dark crystal walls come to life, shining radiantly.]
{"type": "series", "show": "Smallville", "episode": "06x06 - Fallout"}