Original Air Date on April 30th, 2010

Previously on Smallville ... 

Waller: There are aliens among us. If you don't stand with us, you stand against us. It's time for you to pick a side.

[g*n]

Tess: There's only one way to leave Checkmate.

[g*n]

Chloe: I finished tracing the number of our rogue Blur. It was Zod.

Clark: You lied about having powers. How'd you get them?

Zod: From your blood. Your father left the Book of Rao on this Earth. And what with all of this, there is no limit to what we can achieve.

Clark: Don't act like there isn't some agenda you're not telling me about.

Faora: If it wasn't for Zod, I wouldn't be alive today.

Clark: Let's just say I know him better than you think.

Tess: A group of your people are looking to a new leader. Clark.

Zod: The time has come to share in your birthright.

Clark: I know what I have to do.

[Cell phone beeps]

Chloe: Hey. [Chuckles] Don't tell me you forgot about your favorite customer.

Vendor: I thought you forgot about me.

[ Chuckles ]

Vendor: You're late. [Looks at watch]

Chloe: I'll have the usual, please.

Vendor: All I got left is strong and burnt.

Chloe: As long as it's hot.

[He chuckles]

Vendor: You know, I've been meaning to ask. What kind of a job has a pretty young lady working all night, every night?

Chloe: Actually, I work for a nonprofit organization. We help people in need.

Vendor: Trying to save the world, huh?

Chloe: All night, every night.

[Smiles and leaves]

[ Elevator door closes ]

[ Beeping ]

Female computerized voice: Verify.

Chloe: Chloe Sullivan. Password 051409.

Computer: Vocal and bio analysis confirmed.

[ Elevator dings ]

Computer: Welcome to Watchtower, Miss Sullivan.

Chloe: Ready to save the world from itself?

[ Beeping ]

[ Opens case ]

[ g*n cocks ]

Chloe: How did you find out my secret?

Tess: Oliver's voice wavered when I told him that Watchtower had been kidnapped. And I've seen the way he looks at you. It's the little things a girl tends to notice.

Chloe: And yet you somehow you missed an unloaded g*n.

[ Chloe hits Tess, both grunt ]

[ g*n ]

Computer: Watchtower safety compromised. Initiating lockdown.

[ Alarm blaring ]

[ g*n cocks ]

Tess: It's in your best interest to get these doors open, now.

[ Blaring continues ]

[ Computer keyboard clacks ]

[ Beeps ]

Computer: Security breach. Access denied.

[ Blaring continues ]

Chloe: We're not going anywhere. Watchtower's in control now.

Clark: I let myself in.

Oliver: Terrific. You, uh, hop up to the helipad or just super-speed past security, Clark?

Clark: I used the elevator.

Oliver: How human of you. You're obviously not on patrol tonight. What's going on?

Clark: I need to find Zod.

Oliver: You know Chloe? She's got this really big building filled with a lot of expensive stuff I paid a lot of money for. She could probably help you out with that.

Clark: The last thing that we need is to have a w*apon like Watchtower fall into the wrong hands. I want to keep Chloe out of the line of f*re. I figured you'd agree with that.

Oliver: Keep Chloe out of the line of f*re? What the hell's going on?

Clark: Zod. He went after Lois. He pretended to be The Blur and he put her in danger.

Oliver: I think it's time we take off the gloves.

Clark: Look, I need you on this, but I can't have you starting a fight with Zod if I'm trying to keep the peace.

Oliver: Clark, I know you like to see the goodness in everyone, but you know what this guy's capable of, right?

Clark: And I know what you're capable of. I understand how you feel. Don't think I'm not angry too. But I can't have you f*ring off the first sh*t and thr*at everything I've worked for. These are my people that we're talking about. My first real chance to have a Kryptonian family here on Earth. And we need to find Zod and confront him. My way.

Oliver: Yeah, all right, man, I got your back.

Clark: Then suit up. Check the mansion. Before Tess went off the grid, she got close to Zod. She may have left behind some intel. I have another lead I wanna run down on my own.

Oliver: Hey, Clark. You know, those Kandorians, they're not the only family you have here.

[g*n]

Chloe: In the event that I die of starvation or, oh, say a ricocheting b*llet, do you mind telling me how you got in here?

[ g*n clicks ]

Tess: You're sloppy, Chloe. I've got thousands of samples of your DNA from all the times you've spied on me. It's called a DNA cloak.

Chloe: Well, aren't you fancy?

Tess: You know, getting in doesn't really seem to be our issue right now. How the hell do we get out of here?

Chloe: Short answer: it's impossible. When Checkmate kidnapped me, I upgraded Watchtower's security to contain intruders like you. The only problem is I was supposed to be on the outside.

[ Dialing ]

Chloe: Seriously? The lockdown prevents any signals from getting in or out.

[ Beeping ]

Computer: thr*at confirmation still active.

Chloe; Wait a minute. Watchtower didn't react because you att*cked me. We're on lockdown because some hacking transmitter was detected. The initial signal managed to pirate some data before my firewall blocked it. And the thing is still alive. It's trying to break through another firewall, Tess. It's trying to give away our location. What did you bring in here?!

Tess: Nothing. All I wanted to do was erase any info you had on the Kandorians, not re-route it.

Chloe: I knew you were the Kandorians' lapdog, but I didn't realize you were Zod's little bitch, too. All right, look. If you're not behind this, there's only one other group I can think of that wants Watchtower this badly.

Man: The signal's scrambled, Agent Campbell. Watchtower threw up some kind of halo of interference as soon as the tracker went live.

[ Beep ]

Agent over radio: Waller's coming online.

Waller: We're trying to sort out the data we siphoned from Watchtower before they blocked us. What is your status?

Stuart: We've narrowed the location within a 20-block radius.

Waller: Good. [ Sighs ] We can't afford to make a mistake with the Red Queen so close. Don't make me regret putting my little white knight back in play.

Stuart: There's no need to worry. We're gonna have Watchtower in Checkmate's hands by dawn.

Waller: Godspeed, Agent Campbell. Waller out.

[ Beep ]

Stuart: You heard Waller, gentlemen. Let's show Mercer how we feel about a little thing called treason.

Chloe: Okay, if I was hiding a transmitting tracking device, I would want to make it as unassuming as possible. Which means I can probably count this out. "Fever"-colored lipstick? Really?

Tess: Well, I was gonna go with Plain Jane, but you seem to have that market cornered.

[ Scoffs and laughs ]

Really, how much could have been leaked in the blink of an eye?

Chloe: Watchtower downloads what amounts to the Library of Congress every 3

seconds. Which means in half that time, Checkmate could have attained my entire team's database.

Tess: And all of your files on the Kandorians.

[ Beep ]

Computer: Firewall breach. Cluster 4458.

Chloe: Now, if it wasn't planted in your things, it must be on you.

Computer: Firewall 3110.

Tess: What? Chloe, this is ridiculous, okay?

[ Detector whirring and beeps ]

Chloe: It's in your body, Tess. Just beneath your skin.

Tess: [ Voice breaking ] Get it out of me, now.

Computer: Firewall 2081.

[ Grunts ]

[ Tracking device skitters ]

Chloe: Oh, my God. It moved.

Computer: Firewall 1579.

Tess: [ Chuckles softly ] When it feels thr*at, it burrows deeper into the host. We'll never get it out now.

Chloe: How did you know that?

Tess: It's a Checkmate device. A mechanical parasite powered by the host's biorhythms.

Computer: Firewall 1209.

Chloe: Well, you know what they say: "You lie down with dogs, you end up with fleas."

Tess: Laugh it up, Chloe. But when Checkmate finds us, we'll both be d*ad.

[ Woman vocalizing [ Vocalizing continues ]

[ Kandorians murmuring ]

Clark: I'm glad you found a way to preserve our culture here on Earth.

Faora: I wish everyone saw it that way. Zod disappeared and took the rest of our people with him.

Clark: I don't understand. I thought all of you had found a new life here on Earth.

Faora: We were wrong to follow you, Kal-El. When we did what you asked and tried to assimilate with the humans, we were left behind. We're gathered here, waiting for Zod's return, to ask his forgiveness.

Clark: I'm sorry, Faora. I never meant to divide our people. But you cannot realign with Zod.

Faora: You've never trusted him, Kal-El. All Zod wanted was to give us powers so we could protect ourselves.

Clark: Zod already has powers. He's had them for weeks. Faora, there's something you need to see.

[ Glass shatters ]

[ Crashing ]

Zod: You are unmistakably the one they call Green Arrow. A rebel with many causes.

Oliver: I'm glad to know my reputation still proceeds me. You must be Zod. The soldier with no army.

Zod: Hmm. I see my reputation precedes me, too.

Oliver: I'm guessing by the looks of him, we're not the only ones waiting for Tess.

Zod: Oh, yeah, him. I find it disgusting how quickly you humans can betray your own. Now, that one, he gave up all sorts of useful information before he died, about something your government called Checkmate. and about who they're after.

Oliver: Well, not too long ago, a gift-wrapped me was at the top of that wish list.

Zod: And now Tess is. Checkmate is using her to get to us, hunting us to the death. Having been on the receiving end of their t*rror1st schemes, why don't you join me against our common enemy?

Oliver: Well, I'm flattered, but if I let you go after Checkmate, you'll start World w*r III. That's not an option.

Zod: Your conviction is admirable, but you can't possibly think you're faster than me.

Oliver: I've always been taught to favor accuracy over speed.

[ sh**t arrow, but Zod hits him instead ]

[ Grunts, shatters glass ]

[ Zod groans ]

Oliver: Bull's-eye.

Computer: Air supply terminated.

[ Door slams ]

[ Chloe sighs ]

[ Rapid beeping ]

Computer: Firewall 12.

[ Chloe hands Tess water ]

Chloe: We got three minutes of air left. You think Checkmate will find us before then?

[ Tess sighs ]

Tess: Asphyxiation or a f*ring squad.

Chloe: Heh. Damned if we do, damned if we don't.

Computer: Firewall 11.

Tess: Just damned. I just wanted to save the world.

Chloe: Heh. That's funny. Last time I checked, you were just trying to get rid of everyone in it.

[ Tess sighs ]

Computer: Firewall 9.

Tess: Paint my ideals however you want, but you and yours don't trust people any more than I do. This entire building was programmed to prevent anyone from getting close to you.

[ Chloe looks hurt ]

Computer: Firewall 7.

Chloe: Yeah, I guess I lost my faith in people a long time ago, too.

Tess: It's why you won't let Oliver get close to you.

Chloe: And why I can't blame him when he eventually leaves.

Tess: [ Shakes head softly ] He's not gonna leave you. With you, he has a purpose. I wish I could have given him that. And it kills me.

Computer: Firewall 3.

Tess: Because you have everything right in front of you, and you can't even see it.

[ Chloe has tears in her eyes ]

Computer: Firewall 2. Final breach imminent.

Chloe: They broke through the final firewall. Checkmate's gonna be here any minute.

Tess: As long as they t*rture us with the A.C. on, I'll die happy.

[ Sighs ]

Chloe: Cold.

[ Opens door ]

Chloe: Okay. Watchtower's cooling system uses a special mix of liquid helium and nitrogen. Cold enough to shatter steel.

Tess: What are you waiting for?

Chloe: If I pull these t*nk, then the mainframe melts. All my work. Watchtower is gone.

Tess: If you don't, we die.

Computer: Critical oxygen level.

[ Chloe nods ]

[ g*n clicks ]

Computer: Warning. Temperature variation detected.

Chloe: Ready?

[ Throws cooler ]

[ sh**t g*n ]

Computer: System failure imminent.

[ Blaring continues ]

Computer: System failure imminent.

[ Blaring continues ]

Computer: System failure imminent.

[ Tess and Chloe push desk and break the steel door ]

Computer voice broken: System failure imminent.

[ Chloe looks back, not wanting to leave Watchtower]

[ Everything powers off ]

[ Beep ]

Man: They're back on the grid.

Stuart: Safeties off, gentlemen. sh**t to k*ll.

Faora: Zod. He destroyed Krypton.

Clark: My father sent those messages here to Earth, to help me stop history from repeating itself. I trusted Zod, too. That's why I didn't tell you any of this sooner. Look, the circumstances may be different, but Zod cannot be trusted. On Krypton, he destroyed that planet to prove a point. We can't let him do the same thing here.

Faora: I'd hoped what Zod had given me would reunite our people.

Clark: What he gave you? At the ceremony, your sister was protecting you.

[ Uses super hearing, Heart beating ]

Clark: You're pregnant, and Zod's the father?

[ Sobs ]

Clark: This baby is proof that you can still have a life here, apart from Zod, without powers. Faora, Krypton lives on through you.

Zod: [ Groaning ] Why don't you just m*rder me now? Isn't that what your race does?

Oliver: [ Grunts ] Sometimes. And I would love to, believe me, but although inconvenient and a lot less fun, now. I made a commitment to Clark to help save the world peacefully. Now, that said, you bulldoze me again, I might have a change of heart.

Faora: Zod's been looking for something ever since we arrived. The Book of Rao. Zod said the Book of Rao was some sort of Kryptonian Bible.

Faora: It's so much more than that. It wields great power. And if Zod were to get his hands on it, then who knows what he would do?

[ Cell phone rings ]

Clark: Oliver, what's wrong?

Oliver: I found what we're looking for. I'll give you a little hint; it's bigger than a breadbox.

Clark: Zod?

Oliver, over the phone: Yep.

Clark: I'll be right there.

Oliver: Why don't you take your sweet time because I have everything under control.

[ Oliver screaming over phone ]

Clark: Oliver? Oliver?!

[ Air whooshes ]

[ Door opens ]

Clark: No.

[ Air whooshes ]

Clark: Zod.

[ Clark seems angry ]

[ Engine revs ]

Waller: Change of plans, Agent Campbell.

Stuart: Change of plans? We just made contact with Mercer's tracker.

Waller: I don't care about Mercer or Watchtower. We decrypted the data. We found the aliens. Checkmate is going to stop this w*r before it gets started. Waller out.

[ Beep ]

Stuart: We've got her 20. Now lock her down; I'm not losing her.

Agent: Sir, you heard Waller. We have our orders.

Stuart: I just spent the last five months in recovery from what Mercer did to me. Now, this op is over when I say it's over, understood?

Tess: I don't get it. You're in the clear. We escaped before Checkmate got a h*t on Watchtower's address.

Chloe: That doesn't make you any less of a liability, Tess. You still know the secret identities of all my most valuable players.

Tess: There's no sense in both of us getting captured.

Chloe: I'm not letting you out of my sight until we get rid of your little friend.

[ Opens door ]

Faora: I know how much I am asking of you in standing against Zod. I will not let my child be raised under a tyrant's rule. We cannot let our future be guided by a tyrant's hand. Our past ended in w*r. Let our future begin with peace.

[ Smoke b*mb are thrown inside ]

Agent: There they are! You go.

[ Kandorians and agents yelling indistinctly ]

[ g*n cock ]

[ Grunts ]

Faora: Enough!

Waller: You heard her. Enough's enough. The leader comes with me. We have a few things to discuss. Dispose of the rest.

Doctor: I'll have Dr. Hamilton check in with you once we get him into surgery and assess the damage.

Oliver: Clark, Checkmate's after the Kandorians. Only you can save your people.

Vala: Please. Our people have done nothing. Where are you taking us?

[ Crashing, groaning ]

[ Groaning ]

Clark: Vala, where's your sister?

Vala: They took her.

[ Air whooshes ]

[ Glass shatters ]

Tess: Atropine? What the hell are you gonna do with that?

Chloe: There's no time. Look. If you're right and that transmitter's powered by your biorhythms, then the only way that I can turn it off is to stop your heart. I have to k*ll you, Tess. And this is the only way I'm gonna bring you back.

[ Beep ]

Tess: [ Scoffs ] You're asking for a pretty big leap of faith here.

Chloe: You're gonna have to trust me.

[ Monitor beeping ]

Chloe: You ready?

[ Paddles whining ]

Tess: Do it.

[ Paddles discharge and Tess gasps ]

[ Flatline ]

[ Beeping ]

Stuart: The signal just went d*ad. Let's move. Keep looking.

[ Door opens softly ]

Stuart: Establish a perimeter. I want this whole area locked down.

[ Door closes ]

[ Unzips bag ].

[ About to leave but turns around to save Tess ]

Chloe: Son of a bitch.

[ Puts needle sharply inside Tess' chest ]

[ Tess inhales sharply, gasping ]

[ Tess gasps, whimpers ]

[ Tess groans ]

Chloe: Whoa, whoa.

[ Tess panting ]

Tess: I really ... I really didn't think you'd do it. Bring me back.

Chloe: Neither did I.

[ Tess panting ]

[ Tess opens door, but Chloe shuts it ]

Chloe: Just for the record, I just saved your ass. You say anything about me or mine to anyone, next time you won't wake up. You understand?

Tess: Guess you'll have to trust me.

[ Opens door ]

[ Waller closes car door ]

Waller: Our field offices were just leveled by the one you call Zod.

Faora: We knew nothing about this. Zod is acting alone. We stand apart. We only want peace.

Waller: Dozens of my agents are d*ad. We are way past peace.

Faora: Then we will help you stop him.

Waller: Defecting means betraying your own kind.

Faora: I'm only betraying one.

[ Air whooshes ]

[ Waller gasps. Zod chucks Waller to a car ]

[ Air whooshes ]

[ Clark stops Zod and chucks him ]

Zod: Checkmate's actions demand justice.

Clark: m*rder isn't justice.

[ Air whooshes ]

Zod: Seems like a lifetime ago when I pulled you out of that rubble, doesn't it?

Faora: The Siege of Argo. There were many losses that day.

Zod: Not for me because I found a young and beautiful cadet who would become my trusted right hand. Oh, you were so brave in the face of death. I knew then that you would be a true partner. I've trusted you, for so very long ... depended on you, across time and space. But in your eyes, I just see contempt. I see betrayal. Now, why would you turn your back on me? I shared my bed with you.

Faora: I didn't turn my back on you. You turned your back on us when our only crime was trying to forge a life for ourselves on this planet.

Zod: If I ever learned that insurrection had spread across my ranks, if I ever discovered that my men had aligned themselves against me, I would raze this planet. I would burn it to the ground till the last ember went cold beneath my boot.

[ Breathes deeply] Now only I will lead us to the next age. All will follow Zod.

Faora: You already sacrificed one world for your ego.

Zod: You know nothing of sacrifice.

Faora: I know more than you ever will.

Zod: Kneel.

Faora: Never.

[ Gasps ]

[ Bones cracking ]

[

Faora exhales sharply ]

[ Zod notices the flower and kneels on the ground with tears in his eyes ]

[ Heartbeat ]

[ Heartbeat slows, and stops ]

[ Zod sobs, then looks angry ]

Stuart: I think I found a way to prioritize our satellites to get a location on Mercer once she left the hospital.

[ Sighs ]

Waller: Zod destroyed the Metropolis field office and six more went dark. The Black King is still missing, and we're at w*r. Contact the U.N. We have to regroup before they strike again. Run.

[ Zod torches everything ]

[ EKG beeping ]

[ Chloe touches Oliver's cheek lightly ]

[ Clark notices Chloe by Oliver's bed side ]

[ Chloe opens the door ]

[ Clark offers coffee, but Chloe looks mad ]

Chloe: Please tell me you found that Z-branding bastard so we can slap him back across the universe.

Clark: Zod's on the move, and there's no sign of Faora or the Kandorians. Maybe if I can reach the others, I can talk some sense into them.

Chloe: We may be too late for that. That's the Castle. God, Zod's att*cked Checkmate.

Clark: Oliver was personal. With this, Zod just declared w*r.

[ Beep ]

Chloe: You're not gonna like where he's gathering his troops. My eye in the sky above the Fortress is picking up movement.

[ Air whooshes ]

Zod: What was to be the first son of Kandor is no more. Now we, the last sons and daughters of Krypton, have no choice but to preserve our birthright. The humans k*lled the mother of my unborn child, the mother of your future.

Clark: That's a lie. The last time that I saw Faora, she was alive. And she was alone with Zod.

Zod: Why should they believe you? And this traitor saved the life of the woman who held you hostage ... the woman who wanted to dissect you, who wanted to t*rture you ... m*rder you.

Clark: Vala, if there's anyone who really knows what your sister wanted, it's you. It was peace, Vala. She wanted peace.

Vala: No. Zod's right. The humans will never allow Kandor peace.

Kandorian: They will hunt us to the last man, but they will fail, for we shall never be defeated. We will follow General Zod to the ends of this Earth.

[ Everyone kneels ]

Zod: Krypton will rise again. And all humankind will kneel before Zod.

Clark: I'll never let that happen.

Zod: You won't be able to stop us.

[ Air whooshing ]

[ Air whooshing ]
{"type": "series", "show": "Smallville", "episode": "09x19 - Sacrifice"}