Original Air Date on May 12th, 2004

Lana and Lex sit next to each other on the couch next to the fireplace in Lex's study. Night. From the coffee table in front of them, Lana picks up one of two books on Paris that Lex has given her as going away presents.

Lana: [Flipping through the pages with a smile.] Thanks. Let's see how far two semesters of French gets me. [She laughs.]

Lex: Just remember, a smile goes a long way. Even in Paris. And to smooth the transition...

Lex picks up an airplane ticket and shows it to Lana.

Lana: [Refusing.] Lex, I already have a ticket.

Lex: I know. I just got you a little upgrade. [Lana takes the ticket.] It's open-ended for whenever you're ready to say goodbye to Smallville.

Lana: [Looking at the ticket.] This is first class. I can't accept this.

Lex: You have to. It's a gift. Trust me, this is gonna be a year you'll never forget.

Clark enters and is surprised to see Lana.

Lex: Clark.

Clark: I didn't mean to interrupt. [To Lana.] I didn't know you were here.

Lana: Um, no, Lex was just giving me some last-minute travel tips.

Clark: When is the big day?

Lana: Saturday.

Clark and Lana look at each other sadly. Lex watches Clark.

Lana: I-I should probably go. [She takes her books. To Lex.] Thanks.

Lana leaves the room, and Clark watches her.

Lex: Clark, you need to let her go.

Clark: I suppose I don't have much of a choice.

Lex: She's the one who wanted to leave. [Lex stands up and walks toward Clark.] And if there's anybody who set that ball in motion, it's you. Clark, all Lana's ever wanted is for you to be honest with her. If you're not willing to step up, you need to move aside and let her get on with her life.

Clark doesn't respond.

Cut to a girl flipping through a photo album. There are pictures of Lana as a child with her childhood friend Emily Dinsmore, the girl who fell off a bridge and into the river, subsequently drowning. She was later brought back to life when her father cloned her in the Season Two episode Accelerate.

We see that the Emily is the one looking through the photo album, sitting in her bed with her stuffed bunny next to her. Her room is like a child's nursery, but due to the accelerated growth of her cloned cells, she is now a young woman the same age as Lana. A man's voice is heard over a loudspeaker.

Man: Time for lights out. Good night, Emily.

The voice came from a man in a booth who is watching Emily through the two-way mirror that separates her bedroom from the office. The man wears a white lab coat and sits at a desk in the dark office with several computers in front of him.

Emily: Good night.

Emily turns off the lamp next to her bed and lies down, cuddling with her bunny. The man pushes a button on the computer and speaks into it.

Man: Logging off at 2115 hours.

He gets up from his desk and leaves the room. In her bed, Emily's eyes open, and she pushes the covers down, revealing that she is fully dressed. She picks up a notebook and walks toward the two-way mirror. Her whole body becomes blurry as she walks right through the mirror, then comes back into focus when she is on the other side.

Cut to an outside sh*t of the Talon after hours. Night. The marquee says "Burrito Ole Coming Soon". Inside, the new owner MR. KERNS is drinking a cup of coffee and looking around. The tables and chairs are covered with white cloth and several cans of paint sit on the bar, ready for a renovation of the building. Mr. Kerns puts down his coffee at the bar walks to one of the tables where a set of blueprints is sitting. He doesn't notice Emily standing behind him in the shadows.

Mr. Kerns grabs his coat and starts to leave. He stands still when a sudden wind blows through the Talon, rustling the pages of the blueprints. He looks around, confused, but doesn't see anything out of the ordinary. Just as he is about to leave again, one of the paint cans tips off of the bar and clatters to the ground. Mr. Kerns looks at the paint can with a growing uneasiness on his face. He walks toward the bar.

Mr. Kerns: Hello?

There is no answer. Slowly, he picks up the can and puts it back on the bar. When he turns around, Emily is suddenly standing right in front of him. He jumps backwards slightly, startled.

Emily: You're ruining it. It's perfect, and you're ruining it.

Mr. Kerns: You must be Lana.

Emily: This place doesn't belong to you.

Mr. Kerns: [Slightly annoyed.] Miss Lang, I know you put a lot of work into this coffee shop, but, uh, you signed the papers.

Emily doesn't respond. She looks at Mr. Kerns coldly for a long moment. Then, with super speed, she reaches out her arm and plunges her hand inside his chest. He gasps and pants. When Emily pulls her hand back, Mr. Kerns falls to the ground d*ad. Emily's hand is covered with blood.

Emily: [A childish tone.] It belongs to Lana.

Outside, the lights on the marquee flicker and go out.

[Opening credits]

Pete and Clark are playing basketball outside Clark's barn. Day. Clark passes the ball to Pete who makes a sh*t, sinking the ball into the hoop. Clark tries to grab the ball on its way down, and Pete takes it first, dribbling and jogging away from the hoop.

Clark: Get out there and take your sh*t.

Pete dribbles in place a couple of times, and takes his sh*t. He misses.

Pete: Yeah, she's moving to Wichita.

Clark catches the ball.

Clark: Wichita?

Pete: Yeah, she got the federal judgeship.

Pete jogs to Clark and takes the ball out of his hands, taking another sh*t and making it.

Pete: She starts work on Monday.

Clark: That was fast. What about your dad?

Pete catches the ball on its way down and walks away from the hoop again, dribbling.

Pete: He's staying in Smallville. [Makes another sh*t.]

Clark: I guess that means they're going through with the divorce. I'm really sorry, Pete.

Pete: I've been avoiding the whole thing. But I knew when I finally told you, it'd definitely sink in. I guess you're the last man standing in a nuclear family zone.

Pete passes the ball to Clark.

Clark: Pete, you're not losing your family. It's just changing. Trust me, I know how hard it can be when you find out your parents are hiding things from you.

Pete: Well, it's just so weird when you realize that the people you thought had all the answers are... just human like everybody else.

Clark: So what are you gonna do?

Pete: [Grabbing the ball back from Clark with a smile.] I didn't go through three years of high school just to miss out on senior year.

Pete makes another sh*t.

Clark: I wish Lana felt that way.

Pete: I'm gonna say this once, and then it falls into the "None of My Business" category. The whole yo-yo thing with you and Lana has gotta stop.

Pete passes the ball to Clark.

Clark: You sound like Lex. He thinks I'm the reason Lana's leaving.

Pete: Well, I hate to agree with Uncle Fester, but I don't think Lana's going to Paris just to see the Mona Lisa.

Clark: [Serious.] Do you ever wish I never told you about me?

Pete knocks the ball out of Clark's hands and tosses it from hand to hand.

Pete: It's rough at times covering with Chloe and everybody, but the truth is, no one's ever put that much trust in me before.

Clark becomes thoughtful, and Pete realizes what Clark is thinking.

Pete: You're not thinking about coming clean with Lana, are you?

Clark: It might be the only way to stop her from getting on that plane.

Lana is standing outside her open locker between classes at Smallville High School. Day. A newspaper article is taped to the inside of her locker with the title "Talon Theater Re-Opens as a Coffee Shop". Lana takes the article off the door and looks at it sadly. Clark enters the hallway and watches Lana at her locker nervously. He takes a deep breath and walks to her.

Clark: Looks like you could use a garage sale.

Lana: Yeah, you'd think I was...

Clark: Moving halfway around the world? You know, I think that's pretty brave.

Lana looks into her locker with a strange expression.

Clark: Did you lose something?

Lana: Yeah, my mom's bracelet.

Lana kneels down on the floor to look in the bottom of the locker. Clark kneels down next to her.

Clark: Lana, I know you're busy with the move and everything, but I was wondering if you'd want to have dinner with me. Tonight.

Lana: [Standing up.] I don't know if that's such a great idea, Clark.

Clark stands up.

Clark: There's something I should've told you. I should've told you a long time ago.

Lana: Is everything okay?

Clark: I hope it will be.

Lana looks unsurely into Clark's eyes. He raises his eyebrows awaiting her answer.

Lana: [With a sigh.] Yeah, of course. Of course I'll be there.

Lana smiles at Clark, and he smiles back. Then he walks away. When he's gone, Lana looks uneasy.

In the office next to Emily's bedroom, Lionel is standing with Emily's father in front of one of the computers. Day. He pushes a button on the keyboard and a picture of Emily as a child appears on the screen.

Lionel: This is Emily eleven months ago.

Lionel pushes more buttons, and another picture of Emily appears, as we have just seen her.

Lionel: This is Emily now.

Mr. Dinsmore leans over the desk, staring at the computer screen in wonder.

Mr. Dinsmore: She looks just like her mother.

Lionel: Yeah, well, I bet her mother can't move through a brick wall. She didn't go out the door, Mr. Dinsmore, she went through the door. You created her. How'd she do it?

Mr. Dinsmore: That would mean her molecules are vibrating so fast they can be absorbed through matter.

Lionel: [Chuckling.] Well, that's a little detail that my ex-project director failed to discover. Where do you think she's going, Mr. Dinsmore?

Mr. Dinsmore: Last time she left, she went straight to, uh, her best childhood friend.

Lionel: [Becoming angry.] Yes, Lana Lang, and that meeting ended with Miss Lang near death at the bottom of a river.

Mr. Dinsmore: [Defensive.] You can't blame her for that.

Lionel: [Scoffing.] Oh.

Mr. Dinsmore: No matter what age Emily appears to be, her emotional development is that of a child.

Lionel: Well, she's not a child. She's a failed experiment and a colossal liability. [Walking closer to Mr. Dinsmore.] Mr. Dinsmore, it is imperative that I find her before anyone else. All right, I'm going to do one of two things. I'm gonna either send out a team that would do whatever it takes to retrieve her, or I will send you. Her father.

Mr. Dinsmore looks at Lionel seriously, thinking it over.

Chloe and Lana enter the empty Talon. Day.

Chloe: I guess you're not gonna miss the 5 AM pastry deliveries.

Lana: It's weird. All I was trying to do was save this place from being torn down. Next thing I know, it kind of took over my life.

They walk to the center of the room and see that the furniture has been cleaned, and the Talon looks just like it was before.

Chloe: Whoa.

Lana: Yeah.

Chloe: I thought they were turning the Talon into a house of heartburn.

Emily: [From the top of the stairs.] Why would I do that?

Lana and Chloe look up at Emily. She comes down the stairs with an excited smile and walks to Lana.

Emily: You must be Lana.

Lana doesn't recognize Emily.

Lana: Yeah, but I thought I was meeting Mr. Kerns.

Emily: He's... my dad.

Lana: Oh, I didn't realize.

Emily: Yeah, he sent me to set everything up. I'm Emma.

Emily and Lana shake hands.

Lana: Hi.

Lana looks at Emily strangely.

Lana: Have we met before? You seem really familiar.

Emily: [Shaking her head.] Everybody says that.

Lana: [Gesturing to Chloe.] This is Chloe. She'll be one of your frequent caffeinators.

Emily laughs.

Chloe: Hi.

Emily: Hi.

Chloe: Just out of curiosity, what's going on with the burrito bar?

Emily: Oh, it was all wrong. Everything is perfect just the way it is. Lana, would you mind staying around a little while and showing me the ropes?

Lana: No, no, it's the least I could do. Oh, and I wanted to give you these. [Lana pulls some keys out of her purse and hands them to Emily.] I found an extra set of keys. Wow, I sort of feel like I'm handing over half of my life to you.

Emily: Don't worry. It's in good hands.

Emily smiles warmly at Lana, and Lana smiles back.

Martha takes several loaves of bread out of the oven in the Kent kitchen. Day. She sets them down on the counter as Clark enters with a grocery bag.

Martha: Hi.

Clark: Hey, Mom.

Clark puts the bag down on the counter and starts taking food out of it.

Martha: Ooh. Does this mean I'm off the hook for dinner?

Clark: I invited Lana over.

Martha: [Sympathetic.] It must be hard to say goodbye.

Clark: [Brightly.] Well, if this works, I won't have to.

Clark walks to the fridge to put the food away.

Martha: Clark, do you think it's fair to keep doing this to her?

Clark: No. That's why I've decided to tell her tonight.

Martha: [Confused.] Tell her?

Clark: Everything.

Martha walks around the counter toward Clark.

Martha: Clark. Asking someone to keep your secret is a big responsibility. You know, look at Pete. It hasn't been easy for him.

Clark: I know. Pete has had some close calls. But I'm still glad I told him, and so is he. It's made us better friends.

Martha: Are you sure Lana's ready?

Clark: She keeps asking me to be honest. I owe her the chance to decide for herself.

Martha takes Clark's hand.

Martha: I guess it's not fair to raise you as one of us and then try to keep you from experiencing one of the best parts of life.

Clark: So you're okay with this?

Martha: I trust you to make your own decision.

Clark smiles. Martha nods at him a little nervously.

Lana and Emily are at the bar of the Talon. Day. Lana is looking through a notebook and teaching Emily the Talon protocols as Emily takes notes.

Lana: I told you about the delivery truck, right?

Emily: Tuesday mornings at 6.

Lana: Yeah. [She glances at the notebook one more time, then closes it.] Well, I, uh, guess that's everything.

Emily: It was fun having you around today. Are you sure you want to leave all this? I mean, everything you know is here.

Emily smiles at Lana hopefully.

Lana: Yeah, well, you know, that's exactly why I need to go.

Lana comes out from behind the bar and starts walking toward the door. Emily follows her.

Emily: That's too bad. I thought we could've been friends. Maybe even best friends.

Lana looks at Emily awkwardly.

Lana: Uh, well, I'm sorry we won't get a chance to know each other better.

Emily: We already do, silly. I'll show you.

Emily smiles and Lana nods, confused and a little unnerved. Emily turns around and runs up the stairs. Lana starts to back away toward the door, and then turns and starts to run, but she bumps into Mr. Dinsmore who is standing in her way, startling her.

Lana: Mr. Dinsmore?

Mr. Dinsmore: Is she here?

Lana: Who?

Mr. Dinsmore: Emily.

Lana shakes her head and looks up the stairs, realizing what is going on.

Lana: Oh, my God.

Mr. Dinsmore: I knew she would come to you, Lana. I have to get her back to LuthorCorp. You know how dangerous she is.

Lana: What does she want?

There is a loud thump from behind Mr. Dinsmore, and he opens his mouth in a grimace of pain. He starts to lean, then falls to the ground, revealing Emily standing behind him with her hand covered in blood. Lana is terrified.

Emily: You have to forgive me. I forgave you. That's what friends do.

Lana runs toward the door, but Emily is already there, standing in her way. Emily pushes Lana and it sends Lana flying backwards and knocking into a table. She remains on the floor unconscious, and Emily stands over her.

Emily: I'm sorry, Lana.

Cut to Lana lying unconscious on a large bed. She opens her eyes with a start and sits up. Next to the bed is a night table and a dresser. The entire room is enclosed in glass. One of the glass panes has a ventilation tube hooked up to it. Lana runs to the door and shakes it, trying to get out, but it is locked.

Lana: Emily!

Angry, Lana grabs a stool and throws it at the glass, but the stool just bounces off. Panicking, Lana runs to the glass and pounds on it.

Lana: Help! Help me! Somebody help me! Is anybody here? Help! Help!

Fade to black.

Outside sh*t of LuthorCorp. Day. Lionel is sitting at the couch in his office with a glass of water. He grimaces as he puts his hand against his forehead as if he has a headache. Lex enters.

Lex: That's not exactly the face of someone who just secured another government contract. [Lionel laughs quietly.] Everything okay?

Lionel: [Standing up.] Fine. Everything is just fine. [He pulls his jacket closed and buttons it.] I, um, asked you here because I, um, I need your help, son. I have an executive who has proven himself in so many ways, and, uh, I want to reward his efforts or his accomplishments with a... I don't know, a promotion.

Lex: I'm missing the dilemma.

Lionel: The dilemma is that I have a feeling he's not trustworthy. What would you do if you were in my shoes? Would you give him a chance to, uh, 'fess up? To confess to any disloyal behavior he's guilty of?

Lex: Maybe the same ruthless qualities that make you question his trust would make him a valuable asset when it comes to running a company.

Lionel: Or maybe they'd just make him...

Lionel reaches out and rips Lex's shirt open revealing the microphone taped to his chest. He takes the microphone and holds it up in front of Lex's face.

Lionel: ...a disloyal son.

Lex: Dad...

Lionel: You betrayed me. Your own father.

Lex: I protected myself just like you taught me to.

Lionel: Lex, whatever problems we have, keep them within the walls of our own house. Don't stoop to this level!

Lex: Spare me the lecture, Dad! I had nothing to do with the m*rder of Dr. Teng and her team at the Metron lab. You're the one who sold me out to the cops for your inexplicable blood experiments.

Lionel: I did it to make you stronger.

Lex: The hell you did! You can't keep hiding every deceitful thing you've done to me under the guise of mentorship! You brought this on yourself.

Lionel turns away from Lex and goes back to the couch to sit down.

Lex: You've gotten careless. Why is that, Dad? Why would you risk everything on all these obscure projects? What could be that important?

Lionel: If you had given me any reason to trust you, you wouldn't have to ask that question. Get out.

Lex slowly turns and leaves the room. The phone on Lionel's desk rings. He answers it.

Lionel: What?

On the other end of the line is the FBI agent Loder who is working with Lex.

Loder: Yeah, it's Loder. Your kid hasn't found anything. If he does, believe me, I'll make sure it stays buried.

Lionel: Good. And our other... situation?

Loder: I'm looking into the Ross kid.

Lionel: All right. Go talk to him.

Loder: I'm working on it.

Agent Loder hangs up his cellular phone and turns to his desk. He opens a file with several forms inside and a picture of Clark.

Clark sits in a chair next to his telescope in the loft. Night. He is dressed nicely for his dinner with Lana, but Lana isn't there. Clark looks down at the floor unhappily. Jonathan enters and knocks on the railing to announce his presence. Clark looks at him.

Jonathan: Your mother told me you were up here.

Clark: Don't worry, Dad. Lana stood me up. The secret's still safe.

Jonathan: You know, there could be a hundred different reasons why Lana didn't show up here tonight. None of them might have anything to do with you.

Clark: I've given Lana so many reasons not to trust me. But I'm not gonna give up.

Jonathan: There's no way I can talk you out of this, right?

Clark looks up at his father determinedly. Jonathan sits down at the chair across from Clark.

Jonathan: Clark, sometimes a person can hold on too tight for too long.

Clark: Dad, I've loved Lana since the first time I saw her. You know that. That's not gonna change.

Jonathan: I'm not talking about you. I'm talking about me. You see, a father is supposed to help his son build a life, not try to hold him back from one.

Clark: But you still think it's a bad idea.

Jonathan: Yeah. I do. But honestly, Clark, I don't trust my instincts the way I used to. I just hope you can trust yours.

Clark nods.

Outside sh*t of the Talon. Day. Inside, the coffee shop is back in business and the Talon is full of customers. Emily is pouring a cup of coffee at the bar and looks at the door uneasily when she sees Clark enter. She turns away from him as he walks to the bar.

Clark: Excuse me.

Emily turns around with a smile.

Emily: Can I help you?

Clark: I'm Clark Kent. I'm a friend of Lana's.

Emily: Oh, then the first cup of coffee is free.

Clark: Actually, I'm just looking for her. She was supposed to meet me last night. Chloe said the last time she saw her, she was here with you.

Emily: Oh. She didn't tell you? Lana's gone. She already left for Paris.

Clark: She wasn't supposed to leave for two more days.

Emily: Maybe she changed her mind.

Clark: She wouldn't just leave like that, not without saying goodbye to anyone.

Emily: I heard her say something about hating goodbyes.

Clark thinks about this for a moment, then turns away from the bar and leaves.

Outside sh*t of an old barn. Day. Inside, Lana is still being held prisoner in the glass room. She is sitting on the bed quietly. Emily walks up outside the glass with a tray of food. She enters the glass room with a childlike smile.

Emily: I made us TV dinners. They're our favorite. With the brownie.

Emily puts the tray down on a table. When Lana speaks, she tries to keep her voice calm and hide her fear. She speaks to Emily as if speaking to a child. Emily sits in the chair next to the table.

Lana: Emily, um, I'm sure that you've been through a lot, and I know that you were probably very lonely. But we can still be friends without you keeping me in here.

Emily: How can we be best friends if you go away?

Lana: We'll write each other letters, you know, and you can come visit me. [Lana stands.] Wouldn't you like to see Paris?

Emily: No. I don't want you to go either. Things are better this way. You'll see. We'll have so much fun. And then one day if you're good, we can run the Talon together.

Lana walks to the other side of the table and sits in the chair across from Emily.

Lana: Emily, you can't just force someone to be your friend. It's something that happens over time when you trust each other.

Emily: I know what a friend is. A friend is someone who would stand up for you and protect you. [Emily stands, becoming upset.] A friend is someone who would jump in a river to save you from drowning, even if it meant they had to give up their own life for you. You don't need to tell me what it means to be a friend.

Lana: Then you know that a friend would never keep me locked up in here.

Emily: Get used to it. I did.

Lana lowers her eyes, discouraged. Emily sits back down at the table.

Lana: People are going to come looking for me.

Emily: No. They won't. [She smiles.] They think you already went to Paris.

Lana looks at Emily with growing fear and starts to cry.

Outside sh*t of Lex's mansion. Day. Lex and Clark talk in the study.

Lex: My father found the wire, Clark. The FBI's dropping the case unless I can find something incriminating.

Clark: With everything your father's done, that shouldn't be too hard.

Lex: Well, my father's sort of mastered the art of covering his tracks. You wouldn't know anything about that, would you?

Clark: [Annoyed.] You mean like hiding things from your best friend? You tell me, Lex.

Lex: Look, I'm a little under the g*n. If I did something to upset you, you're gonna have to be more specific.

Clark: Lana's ticket. Why didn't you tell me you changed it?

Lex: Well, I didn't think I needed your permission. If anything, I thought I was buying you more time. Clark, it's an open-ended ticket so she can leave whenever she wants.

Lex sits down at his desk.

Clark: She didn't say goodbye to you either?

Lex: What's going on?

Clark: According to the daughter of the new Talon owner, "whenever she wants" was today. Lana's gone.

Lex: Clark, the new owner doesn't have a daughter.

Clark is taken off guard.

Emily is outside the Talon locking the door. Night. She starts to leave and Clark is in the alley waiting for her.

Emily: Sorry, we're closed.

Clark: Why did you tell me Lana left? My friend pulled some strings and checked. She never got on any plane.

Emily: Like you care. You weren't a very good friend if you were gonna let her go away.

Clark: What did you do to her?

Emily: She doesn't need you anymore.

Emily starts to leave, but Clark stands in her way.

Clark: You tell me where she is!

Emily: You were nicer to me when I was little. You told me you were different too. [She starts to back away.] So you know what it's like to be left alone without anybody.

Emily turns around and runs away with super speed. She gets to a brick wall at the end of the alley and runs through it. Clark super speeds after her and touches the wall, finding it solid.

Outside sh*t of Smallville High School. Night. Chloe is in the Torch office working. Lionel enters the room.

Lionel: Good evening, Miss Sullivan.

Chloe: Just when you thought it was safe to go back into the hallways.

Lionel: All right, you can cut the sarcasm. I'm only here because I need your help.

Chloe: With all your resources, Mr. Luthor, what could you possibly want from me?

Lionel: Your friendship. With Lana Lang. A young woman in my care, the daughter of a friend is missing. We can't locate her.

Chloe: I'll congratulate her when I see her. I don't know what this has to do with Lana, but ...

Lionel: Her father was looking for her. He's disappeared as well.

Lionel reaches into his jacket and pulls out a picture of Emily which he hands to Chloe.

Lionel: She, uh, was Lana's best friend when they were children. So it's possible she might show up here in Smallville. The girl is sick. Very sick. She needs treatment. If she is here in Smallville, I'm sure you'll find out about it. I'll expect a call from you.

Lionel leaves the room, not giving Chloe a chance to respond. Chloe takes a closer look at the picture of Emily.

Lana stands next to one of the glass panes of her prison, staring out dismally. Day. Emily is behind her sitting at the table.

Emily: Lana. You tea's gonna get cold.

Lana turns around and walks to the table with a sweet smile on her face. She picks up the teapot from the table.

Lana: Would you like some more tea, Emily?

Emily smiles and nods. Lana bends over to pour the tea into Emily's cup, and instead bashes the pot against Emily's head. The teapot shatters and Emily falls to the floor unconscious. Lana grabs Emily's keys from the table and runs to the door. She unlocks it and runs out of the room and through the barn. She gets to another section of the barn full of empty horse stalls and runs through it. She stops and screams when she sees two d*ad bodies wrapped in plastic lying on the floor.

After a moment, she continues to run. When she is almost to the door of the barn, Emily is suddenly standing in front of her.

Emily: [thr*at.] You're not my friend anymore.

Lana looks at her, breathless and afraid.

Chloe shows the picture of Emily to Clark in the Torch office. Day.

Clark: It's Emily Dinsmore. They found her father's car abandoned outside of the Talon.

Chloe: Lionel must've nabbed her last year after she pushed Lana off the bridge. And in the meantime, she's picked up a bad habit of walking through walls.

Clark: At least we know why Lionel's trying so hard to get her back. We can't let Lex find her first.

Chloe: [Confused.] Wait a minute, when did Lex enter the equation?

Clark: Chloe, Lex has been working with the FBI to try to take down his father.

Chloe: Clark, if you knew Lex was looking for dirt on Lionel, why didn't you tell him about his grandparents?

Clark: Because we never had hard evidence before about what Lionel was doing. Besides, the last time I confronted him about it, it almost got him k*lled.

Chloe: But if we found Emily, then we could prove that Lionel's been illegally cloning people.

Clark nods.

Chloe: The thing I don't get is if Emily could've escaped at any time, why did she wait till now for the sudden encore appearance?

Clark: Maybe she found out she was gonna lose Lana forever.

Chloe: Then the question is, what would you do to keep someone from leaving?

Clark thinks about it.

Clark: I'd try to make things go back to the way they were before.

Clark goes to the desk and sits down in front of the computer. Chloe follows him.

Chloe: You mean when they were kids?

Clark: Emily still thinks Lana's her best friend and everything can be like it was when they used to play together.

Chloe: Well, you lived next door to Lana. Do you remember seeing them?

Clark: No. They spent most of their time at Emily's. What we need to do is figure out where that is.

Clark types "Dinsmore" into the search engine and clicks "Go".

Emily walks away from the bed in the glass prison. Day. Lana is tied to the bed.

Emily: Goodbye, Lana.

Lana: Emily, please don't do this!

Emily leaves the room and closes the door.

Lana: Emily, please!

Outside the glass is a large t*nk of toxic chlorine gas. A pipe connected to the t*nk has been shoved through the vent into the room, and Emily turns a valve, causing gas to billow through the vent. Lana starts to choke.

Outside the barn, Clark super speeds into the field. He looks around with his X-ray vision and sees Lana tied to the bed and the gas t*nk outside the glass. He super speeds into the barn and breaks through one of the glass panes. Lana has lost consciousness on the bed.

Clark goes over to the pipe and bends it, stopping the gas flow. Emily watches him coldly. Clark runs back to the bed, unties Lana, and lifts her up. Emily super speeds away.

Cut to Clark lying Lana down on the ground outside the barn, resting her head against a bale of hay.

Clark: Lana.

Lana coughs and regains consciousness.

Lana: [Weak.] Clark.

Lana passes out again. Clark looks around and sees Emily watching him from inside the barn. She super speeds through the horse stalls and Clark super speeds after her. He chases her out of the barn and down the dirt road toward a large water t*nk.

In slow motion, we see Clark sh**t small bolts of heat at the water t*nk's legs, causing it to topple over. The water pours out at Emily. She is able to continue running against the force of the water for only a moment. Then she falls backwards onto the ground unconscious. Clark goes to Emily and kneels down next to her. He sees that she is breathing.

Pete is driving along a quiet foggy road. Night. A police car drives up behind him with its lights flashing and the siren blares, signaling for Pete to pull over. Pete parks along the side of the road and the police car parks behind him. An officer steps out of the car and walks up to Pete's window, shining his flashlight at Pete's face.

Pete: Was I speeding?

We see that the officer is Agent Loder.

Loder: No, kid, but I'm gonna have to ask you to step out of the car. [He shows Pete his badge.] FBI. I just have a few questions for you. It won't take long.

Pete steps out of the car.

Pete: I'm pretty sure you got the wrong guy.

Loder: You Pete Ross?

Pete: Is this about my mom?

Loder: Federal judges gotta go through a routine security check. I've just got a few questions to ask you.

Outside sh*t of Lex's mansion. Day. Lex talks to Chloe in the study.

Lex: So you have information that could put my father in prison.

Chloe: So did you before he obliterated those seven weeks of your memory at Belle Reve.

Lex: You know what he was trying to hide?

Chloe: Lex, your father m*rder his parents. In a tenement f*re. He hired a crime lord named Morgan Edge to do the dirty work. You got Edge's confession on videotape, but Daddy Dearest destroyed it.

Lex: Then there's no proof.

Lex walks away from Chloe unhappily.

Chloe: [With a sly grin.] Only the voicemail confession of Lionel Luthor himself. He tried to scrub it out, but erased voicemails are like deleted computer files, and someone with enough pull and the right password can resurrect them from the cyber graveyard.

Lex: Why didn't you come to me sooner?

Chloe: Your psychiatrist didn't accidentally wrap her car around a tree. You showed me the investigator's body on a slab in the morgue. Luthor family politics can get a little grim.

Lex: Chloe. It means a lot you're willing to do this for me. But if you come forward, you're putting yourself between my father and the FBI. That's not a very safe place to be.

Chloe: [Honestly afraid.] I know. But I can't get out from under your father's grip by myself. Besides, I know you won't let anything happen to me.

Chloe smiles brightly, but there is fear in her eyes. Lex does his best to appear confident for her.

Pete is lying on the pier next to the river. Day. He has a bloody nose and is bleeding from the side of his head, but he is still conscious. Agent Loder grabs his arm roughly and nearly drags Pete to his feet. Pete's hands are cuffed together.

Loder: Get up!

Loder walks Pete toward the edge of the pier.

Loder: You know how to swim, Pete?

Pete: [Trying to pull out of Loder's grip.] Get off me, man!

Loder: Huh?

Pete: What are you doing?!

Loder: I'm losing my patience with you!

Loder throws Pete down to the pier right next to the edge.

Pete: You're crazy!

Pete pushes himself up onto his knees.

Pete: I don't know anything about his secret.

Loder: You're just his best friend.

Loder bends over to Pete.

Loder: You know, you can continue to play the hero if you want, but are the skeletons in this kid's closet worth your life?

We hear a car pulling up in the background.

Pete: [Determined.] I'm not tell you anything.

Loder: Oh, I think you will.

Loder pulls his fist back, about to punch Pete in the face. Lex yells from behind Loder.

Lex: Loder!

Loder stops.

Lex: Pete, you okay?

Pete: [Standing up.] You're the one who's got this guy after Clark?

Lex: No, but I have a feeling my father did. [To Loder.] Didn't he? He found out you were working with me and paid you off. No wonder you were so anxious to drop the case against him.

Loder walks to Lex.

Loder: You know, I really don't want a morality lesson from someone willing to rat out their own father.

Lex: So how much did he toss in to do legwork on Clark?

Loder: You know, if I was you, I'd be worried less about this farm kid, and worried more about the homicide charges you're gonna be facing when I throw you back to Metropolis P.D.

Lex: Somehow, I'm not too concerned. I bet your, uh, supervisors would be very interested to know about your unique interrogation methods.

Lex glances over at Pete.

Loder: What is it you want, Luthor?

Lex: I want you to get back to the case you were assigned.

Lex pulls a piece of paper out of his pocket.

Lex: That's all the evidence you'll need on my father.

Loder looks at the paper. It is a transcript of Chloe's conversation with Lionel recorded on her voicemail. Lionel's full confession about k*lling his parents is there.

Loder: You're making a mistake, Lex.

Loder folds up the paper and puts it in his jacket pocket. He walks toward Pete.

Loder: [To Lex.] This kid is sitting on something bigger than you, or even your dad. [To Pete.] Isn't that right, Pete?

Pete doesn't answer. Tossing the keys to the handcuffs to Lex, Loder walks away from the pier. Lex goes to Pete.

Lex: You sure you're all right?

Pete nods and Lex starts to unlock the handcuffs.

Lex: Clark was probably right confiding in you instead of me. [Lex puts a hand on Pete's shoulder.] He couldn't ask for a better friend. Come on.

Lex puts a hand on Pete's back and walks him off the pier.

Pete: I thought that guy was gonna k*ll me. I guess I owe you a thanks.

Lex: I'm sure when the time comes, you'll do the same for me.

Clark stands next to a fence outside his house. Day. Pete drives up and gets out of his car.

Clark: [Walking toward Pete.] Hey, Pete.

Clark sees Pete's bruises.

Clark: What happened to you?

Pete: FBI agent decided to go off payroll, wanted to know about you. Don't worry, I didn't tell him anything.

Clark: [Guilty.] I should have been there.

Pete: That's just it. You can't always be there. I gotta look out for myself. I just thought you should know they're onto you.

Clark: Thanks for the warning.

Pete: Clark, the FBI isn't who I'm really warning you about. Lex was there. He's the one who pulled the Fed off me.

Clark is startled, but comes to Lex's defense.

Clark: He's-he's investigating his father, not me.

Pete: That doesn't matter. He knows. Now, I'm not exactly sure how much, but he's not gonna stop until he's got everything. Clark you've got to keep an eye on him. Look out for yourself.

Pete pats Clark on the shoulder and starts walking back toward his car.

Clark: Pete. [Pete stops.] Why are you talking like that?

Pete: I'm moving to Wichita with my mom.

Clark: No, Pete. I thought that... What about senior year? [Pete doesn't answer.] Pete ... Pete, you can't do this because of me.

Pete: I know that I told you keeping your secret wasn't hard. But I lied. I walk around every day afraid that I'm gonna slip up.

Clark: Well, why didn't you tell me sooner?

Pete: Because you needed a friend. And so did I.

Clark: [Desperate to change Pete's mind.] You don't have to move away. You don't have to change your whole life. There's got to be a way. No one even has to know we're friends.

Pete: There's a lot of things that I can handle. But I could never live with myself if I betrayed you.

Clark: Pete...

Pete starts to cry.

Pete: I'll see you around, Clark.

Pete hugs Clark. Clark's face is stunned. When Pete pulls out of the hug, he looks into Clark's eyes and pats him on the shoulder. Then he turns away and walks to his car. Clark remains where he is as Pete gets in his car and drives away for the last time.

Clark is in the loft watching the sun go down. Day. Lana enters.

Lana: Hi.

Clark: Lana.

Lana: I heard that Emily disappeared from Belle Reve as soon as she was admitted.

Clark: Yeah, even under heavy sedation.

Lana: Do you think she's going to come back?

Clark: No. I think Lionel Luthor will make sure of that. (Lana lowers her eyes.) You okay?

Lana: Yeah. Yeah, I'm fine.

Lana looks over at the coffee table with two place settings from the dinner she missed with Clark.

Lana: I'm just sorry that I ruined dinner.

Clark: That's okay. I'm sure I've racked up more than a few IOUs.

Lana: Well, I was really looking forward to it.

Clark: [Smiling.] So was I.

Lana: So, um, there's something that you wanted to tell me. What was it?

Clark steps closer to Lana.

Clark: I just wanted to tell you...

A long pause as they look into each other's eyes. Lana seems nervous. Finally, Clark leans down and kisses Lana gently on the cheek. She closes her eyes and leans into the kiss.

Clark: Have a great time in Paris. I hope you've found what you're looking for.

Lana nods, a little disappointed. Her eyes fill with tears.

Lana: [Almost a whisper.] Goodbye, Clark.

Clark smiles in response. Lana turns around and leaves the loft. Clark is left in the golden light of the setting sun and complete silence.

Lionel turns on some classical music in his office at LuthorCorp. Night. He sits at his desk and waves his hand in the air to the rhythm of the music. He takes a deep breath, thoughtful. Lex enters and walks toward Lionel's desk slowly. Lionel chuckles.

Lionel: "Forgive them for they know not what they do." Is that what you expect from me? Forgiveness?

Lex: Don't try to make me out as your own personal Judas. I didn't come here for forgiveness. I came here to congratulate you on sweeping another mishap under the rug. Emily Dinsmore.

Lionel: Ah, yes, Emily Dinsmore. I should've remembered. You should've warned them. [He laughs.] Belle Reve has a habit of misplacing its patients. The details. I've always tried to teach you, Lex. The devil is in the details. If you don't pay attention to the details, [whispered] he'll win.

Lex: Then it's a good thing I'm a fast learner. You went through all the trouble of having your own son committed to an asylum and sh**ting 600 volts of electricity through his body just to cover up your trespasses. But like I said, Dad, you've gotten careless.

Lex stares at his father coldly. Agent Loder along with two other agents enters the office. Lionel stands up, confused.

Lionel: Loder, why are you here?

Loder: Lionel Luthor, you're under arrest.

Lionel looks at Lex, who looks back at him steadily.

Lionel: On what charge?

Loder: The m*rder of your parents Lachlan and Eliza Luthor.

Loder walks around the desk and turns Lionel around, handcuffing his hands behind his back.

Loder: Let's go.

Loder leads Lionel toward the door. On the way, Lionel stops next to Lex and whispers into his ear.

Lionel: [Menacing.] Be careful, son. Don't forget. Judas hung himself with his own rope.

Lex remains expressionless. Lionel and the agents leave the office, and Lex remains where he is. His eyes close.

End
{"type": "series", "show": "Smallville", "episode": "03x21 - Forsaken"}