Original Air Date on November 16th, 2006

[Knock on door, Lex enters Lana's bedroom.]

Lex: What are you doing awake? Are you okay?

Lana: I guess I just have a lot on my mind.

Lex: Does it concern us?

[She shakes her head.]

Lex: Lana ... I know you've had your doubts. I know you sometimes wonder if you can trust me. But I give you my word - you can. I'll always be here for you. Always.

Lana: I know.

[He sits on the side of the bed.]

Lex: I'm not sure you do. You have no idea how much you mean to me.

[Lex looks at her intensely.]

Lex: In an ideal world, I was hoping for some sort of response, but it's okay. It's late. We're both tired.

Lana: Lex.

[An alarm sounds, and several security officers enter the room almost immediately, wielding p*stol.]

Security Officer: Mr. Luthor, there's been a breach.

Lex: What's the code?

Security Officer: 142.

Lana: What does that mean?

Lex: Everything's gonna be fine. We're safe.

[The security team whisks them away quickly toward the panic room in the study.]

Security Officer: Miss Lang, you've got to come with us. Hurry, Miss Lang. We got to move.

Lana: What's 142?

Lex: I'll tell you everything once we're in the panic room.

Security Officer: Let's go, Mr. Luthor. Let's go. Let's go, let's go, c'mon!

Lana: Lex? Lex! Where'd he go?!

Security Officer: Miss Lang, we've got to get in the panic room.

Lana: Lex!

Security Officer: Shut that door!

[As they enter the panic room and door closes behind them, Lex reappears in the study, breathing heavily. He walks around the study but when he walks into the hallway, he is instantly transported, via the same static, back to the middle of the room in the study.]

Lex: Lana?! Lana?! Hello?! Is anyone ... here? What the hell is going on?

[He walks towards a different exit but ends up right back in the middle of the room, trapped.]

Lex: [ Sighs ] This is insane.

[He reaches for the phone on his desk but his hand turns to static before he can grab it. Lex looks around, unsure what to do next.]

[Clark super speeds into the Daily Planet, late at night.]

Clark: You said it was urgent.

Chloe: It is. A Taiwanese cargo ship was found off the coast of Alaska with its entire crew d*ad of unknown causes. The details are a bit murky, but the manifest says that its last stop was Bellona Island.

Clark: Bellona island? They got h*t by a meteor the same day I escaped from the Phantom Zone. Where's the ship now?

Chloe: It's being towed to Seattle.

Clark: I have to go there.

Chloe: Clark, these guys aren't just meteor freaks. They're from galaxies far, far away. And, more importantly, they can hurt you. You can't go unarmed.

Clark: I won't. I have the crystal that Raya gave me. I'll use that against them.

[Chloe's cellphone rings]

Chloe: Hey, Lana. Whoa, slow down. Are you all right? Oh, my God. Yeah, of course.

Clark: What happened?

Chloe: Lex just mysteriously disappeared.

Clark: I have to go to Seattle.

Chloe: Well, Clark, I know that Lex isn't exactly your pick for "man of the year," but you can't just turn your back on him.

Clark: Chloe, there's innocent people in danger. I'll be back as soon as I can.

[Chloe looks after him, unsure what to make of Clark's decision to leave.]

Security Officer: Lex's car is garaged. No movement on any financial accounts.

Lionel: Airline manifests.

Security Officer: All negative.

Lionel: [ Inhales deeply ] Oh. Well, he can't just have dropped off the face of the earth. We have to find him.

[Lana enters the office.]

Lionel: Lana, please ... come in. Would you excuse us for a minute? Thank you, George.

Lionel: Lana, this is just devastating. I've taken a suite for you at the Metro Seasons Hotel. It's for your safety.

Lana: For my safety or to distance me from the cover-up?

Lionel: A conspiracy?

Lana: Security refuses to let me see any of the surveillance footage. They tell me that I'm seeing things.

Lionel: Tell me. Tell me - what did you see?

Lana: I don't even know how to begin to explain it, but, um ... Lex turned into static. And then he disappeared.

Lionel: [ Sighs ] It was dark. Perhaps in the chaos ...

Lana: I know what I saw.

Lionel: What else do you remember? Anything ... anything that can give me a clue.

Lana: The guards mentioned a number, a code ... 142.

Lana: You know what that means.

Lionel: No. No, but I will find out.

Lana: I'm sure you will. And I'd appreciate it if you let me know when anything else comes up.

Lionel: Of course. I know how important you are to Lex. Of course I will.

[Lana stares uncertainly at Lionel, then turns to leave. When she is gone, Lionel picks up the phone.]

Lionel: Get me Dr. Chavez ... Genome Technology. Yeah.

[Indistinct talking on a police radio, a siren wails.]

Police Officer: Were all the bodies accounted for?

Coroner: It's kind of hard to tell.

[Clark arrives on the dock and survey's the situation. He walks into the tent where they are wheeling in the bodies and sees it is full of stacks of coolers, apparently with various body parts in them. The coroner notices him standing there.]

Coroner: You must be the first-year med student I've been waiting for.

[Clark looks at her uneasily.]

Coroner: Don't flatline on me now.

Clark: What gave me away?

Coroner: The queasy stare that afflicts all newbies their first day on the job. Do you mind?

Clark: How many are there?

Coroner: A whole graveyard's worth.

Clark: How does a body end up in one of those?

Coroner: They have no skeletons, although I don't know how that's anatomically possible.

Clark: You mean someone cut their bones out?

Coroner: More like ripped them out. Clean fillets, every one of them. I've seen some stuff that would make most people run for the hills, but this ... this is seriously freaky.

Clark: All these bodies ... they're from the ship?

Coroner: These last two ... they were dock workers. Whatever was on that ship is on dry land now.

[Clark notices a coroner's badge sitting on the table, grabs it and walks out of the tent.]

Coroner: Oh, kid, are you puking already?

Lana: Thank God someone believes me. You're the first person that doesn't think I belong in Belle Reve.

[As Lana walks into the study with Chloe, Lex sees them from the balcony and rushes downstairs.]

Lex: Lana! Lana!

Chloe: A lot stranger things have happened in Smallville. Don't worry. We'll find him.

Lex: Lana, thank God you're all right.

[Lex rushes up to Lana, then passes right through her as he tries to give her a hug.]

Chloe: So, where exactly was Lex when he vaporized?

Lana: He was somewhere in the middle of the room, like around here.

Lex: Oh, no. You can't see me.

Chloe: You said Lex backs up all of his security footage on the internal server, right?

Lana: Yeah, I think so.

Chloe: Okay, we're gonna need a password. You and Lex are close. Are you password close?

Lana: No, I guess not.

Lex: Lana, the password is your birthday.

Lana: Why don't you try "julian," his brother, or "lillian," his mom.

Lex: Your birthday.

[Beeps]

Chloe: Ixnay. Okay,how about "Lana"?

[Beeps]

Chloe: No. Do you have anything else?

Lana: No, I don't know.

Lex: Damn it!

Chloe: Don't worry, we'll just upload the whole hard drive, and I'll work on it later.

Lana: Chloe, the way he disappeared ... what if ... what if Lex is really gone? Forever.

Lex: Don't worry. I'll find my way back to you.

Chloe: You can't think that way, Lana. We're gonna get him back.

Lana: I've had so many doubts about this relationship, so many suspicions. But now that he's gone, none of it matters anymore. I just want to see his face again.

Lex: Lana ... I love you so much.

Chloe: I'll crack this back at the Daily Planet, and either we'll get a week's worth of footage of Lex sipping bourbon and diddling on his computer, or we'll actually h*t the jackpot.

Lex: Lana, wait, don't go.

[As Lana and Chloe leave, Lex tries to follow them, but another man appears in the room with him, via the same static.]

Bronson: How does it feel, Lex? To have your whole life ripped from under you?

Lex: I know you.

Bronson: Well, you should. You saw my face through the observation window.

Lex: You're the 142.

[Lex lunges at the man, but passes right through him as he disappears into static.]

Lex: Aah!

Jimmy: I know that "Lex Luthor Lost" is a juicy headline, but tell me again why we're searching for the root of all evil.

Chloe: I'm not doing this for Lex. After talking to Lana, I've got to put my skepticism in check. I mean, she really cares about him.

Jimmy: [ Chuckles ] Women are such a mystery.

Chloe: Finding Lex is a bigger mystery. Where's Clark when we need him?

Jimmy: What does Clark have to do with anything? Look, I know that you feel sorry for the guy 'cause he's always flying solo, but honestly, what can that guy do that I can't?

Chloe: You know, you're probably right.

Jimmy: He wouldn't brave the rush-hour crunch just to get your favorite vending-machine cuisine, all so that you can have time to continue the hunt for a man that nobody misses. Well, maybe except ...

Chloe: Lana!

Jimmy: The hunt for Lex is on. Can I get you anything from the basement buffet?

Lana: Thank you, but I'm okay.

[Jimmy leaves them.]

Chloe: So, I do have some good news. I managed to stumble on the magic password, and it turns out to be none other than the birthday of Miss Lana Lang. I was able to access the surveillance files, and look what I dug up.

[Chloe shows her the night that Lex disappeared, with a sparkle of static barely visible in the middle of the room where Lex disappeared.]

Lana: There's something there. Can you make it any clearer?

Chloe: I'm doing my best, but I don't have a lot to work with. It's gonna take some time.

[Lana's cellphone rings.]

Lana: Hello?

Bronson: I know what happened to Lex Luthor.

Lana: Who is this?

Bronson: If anyone knows we're talking, we're both in danger.

Chloe: What's wrong?

Lana: Um ... it's just Lex's security. They want to give me an update.

[Static hisses]

Bronson: Did anyone follow you here?

Lana: No. Please, what happened to Lex?

Bronson: I took him, and if you ever want to see him again, you'll keep your mouth shut and listen to exactly what I have to say.

Lana: Whatever you want. Just don't hurt him.

Bronson: Do you know your boyfriend has a secret lab hidden inside Luthorcorp tower called 33.1?

Lana: Why is it secret?

Bronson: Because they run experiments on the people who have been infected by the meteor rocks. When patients are released from Belle Reve, instead of freedom, they get a one-way ticket to a secret laboratory.

Lana: How do you know all this?

Bronson: 'Cause I was one of them ... till I broke out last night.

Lana: Why should I believe you?

Bronson: See, that's the point. Nobody believes me - I'm a former mental patient. But you ... you're Lex's beloved girlfriend. Once you blow the whistle on this place, people will have to listen, right?

Lana: Where's the evidence? You don't have any proof.

Bronson: Of course I do. I can take you there. You can see for yourself.

Lana: And then you'll release Lex?

[Clark is wandering around the dock and is stopped by a police officer.]

Officer: Hey, this area's off limits.

[Clark holds up the badge he took from the coroner's tent.]

Clark: Um, I'm with the coroner's office.

Officer: Better you than me. I heard the bodies are pretty messed up. Anyway, our theory is the perp was hiding out in this container. He somehow busted out of this thing and started his k*lling spree. It's wild. We thought it was blood, but the guys are saying it's human bone marrow. It's fricking disgusting. Actually, there are a few more remains that need removal. The forensic team is over there waiting for you.

Clark: Thanks.

Officer: Sure.

[Elsewhere on the dock, another police officer finds a stain of blood that has been overlooked. He pulls out his g*n, but is att*cked from behind.]

Officer: Who are you?

Phantom: Someone who's hungry.

[The creature lifts the officer over his head, then drop kicks him to the ground. He raises his hand into the air and plunges it into the officer's back, ripping out the man's spine with his bare hands.]

[At Luthorcorp headquarters, Lana and Bronson are riding the elevator.]

Lana: You said you were infected by the meteors. What happened to you?

Bronson: I was an electrician. I was working up in the radio tower last year when the meteors h*t. I got thrown off, and somehow I ...

Lana: You ended up with an ability.

[Bronson looks at her uneasily.]

Lana: What is it?

Bronson: I can move through alternate frequencies. I can shift into planes of existence that nobody knows exist. Hey, if you think I'm strange, wait till you see me of the other people on this floor.

Lana: Aren't you afraid they're just gonna grab you the minute those doors open?

Bronson: If I have to sacrifice myself to get the truth out, then so bet it.

[Bronson swipes a security card and the elevator stops, the floor indicator going to 33.1.]

Bronson: The fact is, they're not gonna grab you.

[The doors open to blackness and as they exit the elevator, the lights start to come on in waves, revealing a vast, mostly empty space.]

Bronson: I don't understand. This is wrong. It was here. 24 hours ago, it was all here ... the holding cells, the labs.

Lana: Take me to Lex.

Bronson: What did that bastard do with everyone?

Lana: I know that you believe that something was here, but clearly nothing has been here for a long time.

Bronson: I'm telling you, it was here!

Lana: Okay. Just relax. We'll figure out where everything was moved to, but first I need you to tell me what you've done with Lex.

Bronson: [ Breathing heavily ] I put him in a place where he can't hurt anyone else.

[Bronson disappears into static.]

Lana: No!

[Static hisses, and Bronson appears in the study at the mansion.]

Bronson: What did you do with 33.1?

Lex: I didn't do anything. I think it's pretty obvious I haven't gone anywhere.

Bronson: Don't lie to me.

Lex: It's the truth.

Bronson: The truth? The truth is you kept me locked up in a concrete bunker just when I was about to go back to a normal life.

Lex: A normal life? You were never gonna be released from Belle Reve. That was a figment of your fractured mind. I was ... I was trying to help you.

Bronson: Where are the other patients?!

Lex: If I knew, don't you think I'd tell you?

Bronson: I didn't want to have to resort to v*olence, Lex. You're not giving me much of a choice here.

Lex: Okay, calm down.

Bronson: [ Breathing heavily ] Maybe when I bring Lana here ... ... we'll see if you talk.

[Static hisses and Bronson disappears.]

[Jimmy, Chloe and Lana walk into a room in the basement of the Planet, where Jimmy has set up an array of classic-looking radio equipment.]

Chloe: [ Chuckles ] Wow, I knew you were a gadget junkie, but this stuff looks like it's from the Jurassic era.

Jimmy: Well, when I heard about Mr. Frequency Jumper, I decided to dust off my pop's old ham-radio equipment.

Chloe: Ham radio?

Jimmy: Yeah, people were communicating worldwide long before the Internet existed. I used to sneak downstairs into the late-night airwaves. My handle ... "Jimmy the Infuriator."

Chloe: Why does that not surprise me?

Jimmy: [ Chuckles ] All right, just listen carefully, girls.

Chloe: [ On the radio ] "Are you password close?"

Lana: [ On the radio ] "No, I guess not."

[Static hisses]

Jimmy: Right there. Did you hear that?

Chloe: How could you not?

Jimmy: That's a radio frequency. And after scanning all the footage, that sound kept coming back. So, I tried blending the narrow-band frequency modulation with the UHF modulation. [ Chloe looks at him, stumped ] Okay, just, here, check this out.

[Jimmy adjusts the knobs on the equipment, and the sound of Lex's voice emerges out of the static.]

Lex: [ On the radio ] "Don't worry. I'll find my way back to you."

Chloe: [ On the radio ] "You can't think like that, we'll get him back."

Lana: It's him.

Jimmy: Lex was in the room. You just couldn't hear him.

Chloe: Or see him.

Lana: Oh, my God.

Lana: [ On the radio ] "I just want to see his face again. "

Lex: [ On the radio ] "Lana ... I love you so much."

Lana: He heard everything I said.

Jimmy: [ Sighs ] Look, this may sound absurd, but I think that Lex may be trapped in another frequency. Okay, kind of like a radio ... the way A.M. and F.M. are different frequencies but they move through the same space.

Lana: Can we communicate with him?

Jimmy: There seems to be some sort of frequency loop in the library, so as long as you're in that room, it might be possible.

[Clark, wandering around the docks (again) finds a bloodied hard hat and safety goggles, then hears a cry for help and speeds off.]

Officer: Help! Help! Somebody help!

[Clark super speeds to the man's rescue.]

Clark: Run! Go!

[The creature grabs Clark instead, overpowering Clark.]

Phantom: You stole my food!

[Clark holds up the crystal from Raya but it has no effect on the creature.]

Phantom: Nice try, Krypton man.

Clark: You escaped from the Phantom Zone.

Phantom: But I'm no phantom.

[The creatures throws Clark through the air and into a cargo container that is hanging from a crane. Clark crashes into it, then jumps down to the ground, but the creature is nowhere to be found.]

[At the Daily Planet, late at night, Chloe is going through the contents of Lex's hard drive. As soon as she arrives at the building schematic for Level 33.1, all of her open files start to close themselves, and all of her files spontaneously delete themselves, just as Lionel Luthor walks through the door.]

Lionel: I think it must be some kind of a glitch or ... I don't know much about this stuff, but I do know ... excuse me ... that when you hack into a secure operating system, you could pick up some very nasty viruses.

Chloe: I guess I better take that to heart.

Lionel: Miss Sullivan, Luthorcorp considers any breach of security a very serious matter, and you know that.

Chloe: Mr. Luthor, I'm trying to find your son.

Lionel: I appreciate that. In fact, I was hoping, being the diligent reporter you are, that you could provide a clue that would help me to find Lex.

Chloe: Well, the only clue I have is a little lab called 33.1, otherwise known as "meteor-freak central." I was always under the impression ...

Lionel: Meteor freaks? You're not in high school anymore, Miss Sullivan. This is the real world. Please ...

[Lionel looks at her indignantly and walks out of the office. Jimmy arrives just as Lionel is leaving.]

Jimmy: What's devious Daddy Warbucks doing here?

Chloe: Lionel Luthor just ransacked all of my research, so now we're back to square one.

Jimmy: Well, maybe not square one. More like triangle one.

Chloe: Jimmy, what's up?

Jimmy: Triangulation. I might actually have a way of squeaking Lex out of that frequency.

Lex: I love you, too, Lana.

Lana: [ Sniffles ] Please ... please don't leave us here. I don't want to have this baby without you.

[Lex looks on, stunned.]

Lana: I know I should have told you.

[A hand rests on her shoulder and when she turns it is Bronson.]

Lex: Stay away from her!

[As Lex yells, the lights flash wildly.]

Lana: Lex, you are here.

Bronson: I'm sorry I have to put you through this.

[Bronson holds a Kn*fe to Lana's throat.]

Bronson: Either you tell me where you moved 33.1 ... or you can say goodbye to Lana Lang.

Lana: Whatever Lex has done in the past, I'll make him stop. He'll listen to me.

Bronson: You hear that, Lex? Even the love of your life wants you to come clean and tell the world what you've done.

Lex: Let her go.

Lana: You can see him?

Bronson: Where is 33.1?!

Lex: I told you, I don't know! Now let go of her!

Lana: Lex!

Bronson: Well, then, let's get started.

[Bronson looks like he's going to hurt Lana, but Jimmy knocks him in the back of the head with a piece of his equipment, sending Bronson heavily to the floor.]

Chloe: I didn't know you had it in you.

Jimmy: Why do you think they call me "Jimmy the Infuriator"?

Bronson: Lex is a d*ad man.

Lana: Don't let him get away.

Jimmy: He's not going anywhere. Where is Lex? What's the frequency?

[Bronson starts to disappear into static but Lana grabs hold of him, disappearing with him.]

Chloe: Lana, what are you doing?

Jimmy: [ Gasping ] Okay, that can't be a good thing.

Chloe: We need that radio frequency jammer now.

[Jimmy adjusts the equipment.]

Jimmy: I think I'm picking up on something.

[In the alternate frequency, Lana is unconscious on the ground and Lex rushes to her side.]

Lex: Lana.

[Bronson crosses the room to pick up the Kn*fe.]

Bronson: She wanted to say goodbye in person.

[Lex rushes at Bronson and they grapple, the Kn*fe falling to the floor.]

Chloe: Jimmy, hurry.

Jimmy: Whatever frequency they're in, I have to jam the exact same one.

Chloe: So, what's the problem? Do it.

Jimmy: [ Chuckles ] Sure, no problem.

[Back in the alternate frequency, Lex and Bronson wrestle for advantage, with Bronson coming up with the Kn*fe. He swings at Lex, but Lex dodges and punches Bronson.]

[Static hissing]

Jimmy: I'm getting some cross-talk.

[Jimmy struggles to find the right frequency while Lex and Bronson fight. Bronson tries to s*ab Lex but Lex is able to get the upper hand and turns the Kn*fe on Bronson, plunging it into his chest. When Bronson is motionless, Lex crawls across the floor to where Lana is lying.]

Lex: Lana. Wake up.

Lana: Lex ... you're okay.

Lex: Why are you here?

Lana: I had to find you.

Lex: You shouldn't have done that.

Lana: I would rather be trapper here with you than never see you again.

Jimmy: I think I'm getting something.

Lex: Is it true?

Lana: You did hear.

Lex: Everything.

[As Jimmy adjusts the equipment a final time, the whole works short-circuits and Lex and Lana appear out of the static, back in the study.]

[On the docks, Clark is wandering around (again) and notices a fresh blood stain.]

Phantom: Your blood must make you strong. I should taste it.

[As he says this, something rushes by them, too fast for Clark to make out what it was.]

[Clark tries to punch the creature, but he easily catches Clark's fist.]

Clark: Why are you doing this?

Phantom: Everyone's got to eat.

[The creatures grabs Clark and raises him into the air. When it does, it screams in pain and falls to the ground, releasing Clark. Clark notices a strange mark left on the creatures back, still smoking hot. He follows the sound outside, but stops when he steps on a cookie - an Oreo. Clark runs out to dock outside and sees a man standing there.]

Clark: Hey! That was you, wasn't it?

[The man's eyes glow white but he makes no sound. He crouches, then flies into the sky, pauses, then zooms off into the night sky in a streak of red light as Clark looks on in amazement.]

Jimmy: [ Sighs ] Whatever was on this floor wasn't your typical cubicle farm. There's enough power pumping in here to light up Metropolis.

Chloe: Something tells me it wasn't just for the fluorescent lights.

Jimmy: [ Sighs ] Well, it's just a matter of time til I get to the bottom of it.

Chloe: You really manned up and got right into this fight.

Jimmy: Still wish Clark was here to help?

Lana: Hey. Find anything interesting?

Chloe: Yeah, I've got to say, this all just feels a little strange. Have you ever considered the possibility that maybe Bronson was telling the truth?

Lana: And this was some secret laboratory? Chloe, I don't think Lex would have given us clearance if he had something to hide.

Chloe: It seems like a lot of hoops for someone bent on revenge to jump through if 33.1 never even existed.

Lana: Chloe, that guy was delusional. The meteor exposure made him sick. He spent over a year in Belle Reve.

Chloe: There's a lot more to this story than meets the eye. You don't know the Luthors like I do.

Lana: You don't know Lex like I do. I'm not gonna take the word of a homicidal maniac over Lex. I'm sorry.

Chloe: Lana, you can't prove that 33.1 didn't exist.

Lana: And you can't prove that it did.

Lionel: It says on the door out there that this is my office ... my private office. Obviously, that doesn't mean much to you.

Lex: You interfered with a project you have nothing to do with.

Lionel: Oh, you must be talking about ... what do you call it? ... 33.1. You should thank me for coming to the rescue. I'd hate to think of the legal repercussions if that, uh, clinic was discovered, not to speak of the dirt that would stick to our corporate image.

Lex: [ Scoffs ] You did this for selfish reasons. Your fascination with the meteor-infected started long before mine.

Lionel: But you have gone farther with this scientific experiment than I ever believed was possible. Congratulations. Kudos, son. I'm proud of you. Your methods are a tad disappointing. You've still got a lot to learn when it comes to the fine art of, uh ... secrecy.

Lex: What did you do with 33.1?

Lionel: Moved it ... the whole shebang ... to a top-security location. Happy to let you have the coordinates. Just, uh ... one condition.

Lex: And what might that be?

Lionel: Make me your full partner. I want to know everything about this project. It'll give us a chance to spend more quality time together.

Chloe: So, what, your cell phone doesn't get reception in Seattle?

Clark: I was preoccupied.

Chloe: That's fine, but you were up against an alien from another planet. I was worried.

[Clark is oddly detached, distant.]

Clark: Sorry.

Chloe: So, the crystal was a success?

Clark: No, it wasn't.

Chloe: Then did the Zoner just decide to pack up and leave the solar system?

Clark: Someone else k*lled him ... someone who can do things I could only dream of.

Chloe: Whoa. So, this someone ... he's on our side, right?

Clark: I'm not sure.

[Fed up with his distance, Chloe pushes Clark for some answers.]

Chloe: Clark, it's me ... your most trusted friend and secret keeper. How about a few details?

Clark: Believe it or not, there are some things you don't need to know.

Chloe: Look, I understand that you feel like all these psychopathic space inv*de are your fault, but you can't keep it all inside. You feel the need to carry the world on your shoulders, and that's noble. But there are other people out there who want to help you fight the good fight, and you need to let them in. Because sometimes even heroes need to be saved.

[Chloe turns to leave, unsure of Clark's attitude. As she leaves, Clark walks across the loft and steps on a cookie, another Oreo like he found at the dock.]

[Footsteps approach]

Lex: Lana, you should be off your feet. Here. Sit down. Can I get you something to drink?

Lana: Lex, I'm pregnant. I'm not an invalid.

Lex: I'm sorry. I just want to make things perfect for you.

Lana: No, I'm sorry. I had no right to keep this a secret. I wanted to tell you. I just ... I wasn't sure.

Lex: Of how I'd react? Lana ... it's the best news I've ever heard.

Lana: Really?

Lex: Yeah. The woman I love is carrying my child ... our child. What more could a man want?

Lana: Listen, Lex, um ... about this 33.1 place ...

Lex: I already told you. It never existed.

Lana: But if it did ... I'd understand why. These people who have been infected by the meteors ... they're dangerous. They've hurt me, and they've hurt people that I care about. The more we learn about them, the better we can protect ourselves.

Lex: Then there's something else you need to know.

[Lex leads Lana from her bedroom back to the study. There she finds a massive array of flowers and candles, filling the room. She stares in wonder, then approaches a small table, the centerpiece of this arrangement. Lex follows her, and picks up a small box from the table and holds it out to her.]

Lex: Lana Lang ... I want to spend the rest of my life with you. Will you marry me?
{"type": "series", "show": "Smallville", "episode": "06x08 - Static"}