Original Air Date on April 21, 2004

Outside sh*t of the home of a LuthorCorp employee, Jack Cole. Night. Jack pulls into the driveway in his LuthorCorp car. He gets out of the car and walks toward the house, but stops and turns around when another car pulls into the driveway behind him. He watches as Chloe steps out of the car and walks toward him. He recognizes her and greets her.

Jack: [Friendly.] Chloe. I thought that was Gabe's car. What a surprise. I haven't seen you since ...

Chloe: [Fierce, without hesitation.] Since my father was fired from his job at the plant.

Jack: [Concerned.] How's he doing?

Chloe: Hanging in there. I don't think he ever expected to be doing the human resources shuffle this late in his career, but...

Jack: Well, he's a good man. I'm sure he'll land on his feet.

Chloe: Actually, he sent out dozens of resumes and hasn't even gotten a nibble. Look, I know this is way above and beyond the call, but my dad said you always kept your ear real close to the ground. Do you think somebody could be sabotaging his chances at getting a new job?

Jack: Chloe, you know I'd do anything for Gabe. But, um, Lex is opening some projects none of us want anything to do with. Trust me, your dad would be better off to put LuthorCorp far behind him.

Jack turns away from Chloe and goes to his house, entering through the front door. Chloe turns to walk back to her car and notices Jack's LuthorCorp security card hanging from the rearview mirror in his car. She looks at it thoughtfully, as if making a decision.

Cut to the outside of Smallville's LuthorCorp plant. Night. A security vehicle drives by, patrolling the grounds. Dressed completely in black and wearing black gloves, Chloe walks to one of the entrances to the plant and slides Jack's security card through the scanner. There is a buzz and clank of metal as the door unlocks and Chloe enters.

Inside, she peeks through the window of a door labeled "Lab 3" and sees a large laboratory with several workers inside. She opens the door quickly and runs into the lab. Nobody notices her as she hides behind a large t*nk in the middle of the room. She peeks out from behind the t*nk and looks around for another hiding spot. Then she runs toward a row of empty animal cages which she hides behind. She is now in another section of the lab where there appears to be no other people. She takes a long look around and then walks out into the open.

She stops and stares in confusion at a cage that is covered with a blue tarp. She walks slowly toward it and lifts the tarp. Inside the cage is a large black dog that immediately begins to bark viciously at Chloe, shaking its cage in its distress. Startled, Chloe gasps and jumps back, accidentally knocking a control panel with her hand and hitting a button. The dog continues to bark insistently.

Suddenly, the glass doors to that section of the lab slide shut as emergency lights begin to flash and an alarm screeches loudly. A low rumbling is heard above her and she looks up at what appears to be several showerheads side by side. The rumbling gets louder and louder until finally the showerheads spew a thick green smoke all around Chloe. She stands in the middle of it, gasping as if in pain. Then she collapses on the floor unconscious.

Outside the lab, the workers respond to the alarm. One man picks up a telephone.

Man: I need a decontamination crew in section 1-9-7-8.

In the lab, Chloe's eyes open. She stands up and the man on the phone sees her through the glass doors.

Man: Send a security team.

He hangs up the phone and another worker tosses a gas mask to him. He catches the mask and pushes two buttons on his control panel which shut off the gas. The other worker puts on his own gas mask, and together they enter the lab. They search for Chloe who is again hiding. Once they have gone past her, she runs from the lab. One of the workers turns around just in time to see her go.

She runs toward the exit to Lab 3, but before she gets there, a group of security officers comes in through the door and spots her.

Officer: There she is!

She makes a sharp right turn and runs down a hallway. The security officers run after her, yelling indistinctly. Chloe sprints away as fast as she can until another group of officers comes at her in a small security vehicle from the opposite direction. She stops in her tracks.

Man: Hold it right there!

Glancing back at the men running at her from the other direction, she finally turns to a door right next to her and goes through. It leads her to a garage. The large garage door that leads to the outdoors is slowly lowering to the ground, nearly closed. She heads for it at a d*ad run and lunges to the ground, rolling under the door just before it closes. The men fall to the ground after her, but the door closes before they get to her.

Chloe gets to her feet and runs away.

[Opening credits]

Outside sh*t of Smallville High School. Day. Inside, Chloe hurriedly runs down the crowded stairway. Clark runs down after her, calling her name.

Clark: Chloe. Hey, Chloe! [Chloe turns around and Clark catches up with her at the bottom of the stairs.] I've been trying to break through the plane of Chloe for two halls now.

They continue to walk down the hall as they talk.

Chloe: [Laughs.] Yeah, I-I guess I've had a lot on my mind. Speaking of which, please tell me I can cross your teacher of the year interview off my to-do list.

Clark: Um, well, I called and I left a message, but she didn't call me back.

Chloe: Clark... [Impatient, she puts a hand on his shoulder.] Okay, Clark, I understand that Mrs. Taylor is like Fort Knox when it comes to her private life, but journalism isn't about sitting back and waiting for someone to hand you the truth. Sometimes you have to actually work for it.

Chloe looks past Clark, noticing Mrs. Taylor walking toward them.

Chloe: And sometimes, timing is everything. [She turns Clark around to see Mrs. Taylor.] Okay, Clark. Now go. And remember, "no comment" is not an option.

Chloe pushes Clark in Mrs. Taylor's direction. Clark walks to her.

Clark: Mrs. Taylor. I was wondering if we could set a time for your Torch interview. It'll be painless, I promise.

Mrs. Taylor: Actually, Clark, I'm really busy this week.

Clark nods understandingly, but Chloe walks up to them both.

Chloe: [Insistent.] But Mrs. Taylor ... ten minutes, tops. How about before Lit class? Does that work for you?

The sh*ts closes in on Chloe's mouth. Thousands of tiny green molecules fly through the air from Chloe's breath and are inhaled by Mrs. Taylor.

Mrs. Taylor: [Casually.] No, I'm printing a pop quiz because I watched TV last night instead of prepping for class.

Chloe looks at Mrs. Taylor silently, confused. Mrs. Taylor walks away and Chloe turns to Clark.

Chloe: [Smiling, baffled.] Did she really just say that?

Clark smiles in response.

Cut to Pete putting his books in his book bag in the Torch office. Clark and Chloe enter. Clark goes to the desk at the back of the office, and Chloe puts her things down on the desk next to Pete.

Clark: Hey, Pete, are we still on for tonight?

Pete: Oh, yeah. I got to drop some stuff off for my mom, but I should definitely be home in time for tip-off.

Chloe: Another lovely evening huddled around the electronic hearth.

Clark: Yeah, and since Pete's supplying the big screen, I got dinner.

Chloe: [Laughing, skeptical.] What? Clark Kent in the kitchen? [To Pete, with mock dread.] What's on the menu?

Pete: Clark's gonna run to Metropolis to get some Shark Dogs from the stadium.

Clark, who is standing behind Chloe and facing Pete, makes a gesture to Pete as if to say "What are you doing?" Pete looks at Clark with a surprised expression as if he just realized what he said.

Chloe: [Incredulous.] What? Whoa, whoa, whoa. Back up. You mean to tell me that Clark is driving six hours to pick up a couple of hot dogs?

Pete: Well, when Clark goes supersonic, he can make the roundtrip in ten minutes.

Clark sh**t an angry look at Pete. Pete looks back at Clark, baffled at his own words. Chloe turns to Clark and gives him a questioning look.

Clark: He's kidding. [Trying to keep the anger out of his voice.] Come on, Pete, let's get to class.

With a fake smile plastered onto his face, Clark puts his arm around Pete's shoulder and leads him out of the office. As soon as they are in the hallway, Clark turns Pete around furiously.

Clark: [Through clenched teeth.] What was that?

Pete: I don't know what happened, Clark! I never meant to say that! I just had this urge to tell Chloe the truth.

Clark: Well, next time you get the urge to open up, don't.

Clark walks away angrily.

Outside sh*t of Metropolis. Night. Lex enters Lionel's office at LuthorCorp where Lionel is seated at his computer.

Lionel: Lex. Thanks for, uh, dropping by.

Lex: [Annoyed.] Which of your obsessive compulsive fixations is behind today's summons?

Lionel stands and walks around the desk to Lex.

Lionel: I understand there was a, um, an incident at the Smallville plant last night, correct?

Lex: A false alarm in the old wing. Already taken care of.

Lionel: By scrambling the Hazmat team?

Lex: [Sitting in a seat next to the coffee table.] Just a precaution.

Lionel: Or a wild overreaction. [Lionel walks to Lex and puts a hand on his shoulder.] Unless, of course, a chemical agent had actually been released. Hmm?

Lionel looks into Lex's eyes and chuckles when Lex grins at him slyly. Lex stands up.

Lex: I'm curious, Dad. Why the, uh, sudden urge to play micromanager?

Lionel: Because I'm concerned about you, Lex.

Lex: [Unbelieving.] Oh.

Lionel: You're not deliberately concealing things from me... are you?

Lex takes another step toward Lionel so that his mouth is against Lionel's ear.

Lex: We all have our secrets.

Lionel looks a bit startled. Lex gives him short glance and leaves the office.

Cut to Lex getting into his car outside. He starts to unbutton his shirt and stops when another car drives by. Once the car is gone, he unbuttons his shirt revealing the microphone taped to his chest. He removes it, then starts his car.

Chloe and Clark are seated in Clark's dining room going over their Torch work. Night.

Chloe: Okay, well, so far we have student accolades, testimonials, everything except for Mrs. Taylor herself.

Clark: Well, Chloe, if she doesn't want to talk, maybe we should just let it go.

Martha enters the house with two bags of groceries.

Martha: Hi. [Noticing Chloe.] Oh, hi, Chloe.

Martha smiles at Chloe as she puts the groceries down on the counter.

Chloe: Hey, Mrs. Kent.

Clark: [To Martha.] Are there more in the truck?

Martha: Yes, sweetheart. Thank you.

Clark goes outside to get the rest of the groceries. Chloe stands and goes into the kitchen to talk to Martha as Martha takes off her coat and scarf.

Martha: I never got a chance to thank you for the flowers you sent after Jonathan's surgery.

Chloe: Oh, of course. How's he feeling?

Martha: It's been really difficult. He's depressed and angry. I worry that when he comes out of this, he won't be the same man I married.

Martha seems not to notice her own brutal honesty.

Chloe: [Stricken.] I'm sorry. How's Clark handling all this?

Martha: Of course, he feels responsible for Jonathan's condition.

Chloe: How could he possibly be responsible for Mr. Kent's heart att*ck?

Martha: [As Clark enters with the groceries.] It's not. It's his biological father. He's the one who drove Clark to Metropolis last summer.

Clark: Mom! [Martha turns around. Clark speaks with tension in his voice, referring to the groceries.] Where do you want these?

Martha can't respond. She realizes what she has just told Chloe. Chloe walks toward Clark.

Chloe: [Hurt.] Clark, you found your biological father, and you didn't tell me about it?

Clark: [Pause.] She meant figuratively. Um, you know, coming to grips the fact that my real parents didn't want me, um, played a part in what happened last summer.

Clark grabs Chloe's books from the dining room table and hands them to her.

Clark: Let's pick this up tomorrow.

Chloe: [Still very confused.] Okay. Bye.

Martha: [Almost a whisper.] Bye.

Chloe leaves.

Martha: [Shocked.] I can't believe I... I told Chloe about Jor-El. I don't-I don't... I don't know what happened, Clark.

Clark: Mom, it's okay. I don't think it's just you. I think something's happened to Chloe.

Outside sh*t of the Talon. Day. Inside, Lana stands at the bar reading a brochure entitled "Paris Arts." Clark enters behind her.

Clark: Lana. [Lana closes the brochure and puts it away before Clark sees it.] I hope I'm not interrupting.

Lana: No, I'm just finishing up with the morning rush. I haven't seen you around the last few days.

Lana takes an empty try to a table and starts clearing the table of coffee cups.

Clark: I figured after our last conversation, you could use some space.

Lana: Well, I was thinking the same thing, but we don't seem to be very good at that.

Clark: [Trying to make a joke.] It's hard to make yourself scarce in Smallville.

The joke doesn't go over very well, and after giving Clark and awkward half smile, Lana walks back to the bar.

Clark: Actually, I'm here because of Chloe. Have you noticed anything different about her?

Lana: [Pause. She turns to Clark.] I don't want to cross the roommate boundaries, but this guy called for her yesterday when she was out, an old coworker of her dad's.

Clark: From LuthorCorp?

Lana: Yeah, and he sounded really upset. He was wondering if she had taken his security card.

Clark: [Skeptical.] Klepto Chloe? That doesn't sound like her.

Lana: He said that whoever stole it broke into a lab at the plant two nights ago.

Clark absorbs this information silently.

The bus drives away from Smallville High before school. Day. In the parking lot, Mrs. Taylor and her son, William, get out of their car and walk toward the school. Chloe jogs toward them with a notepad and pencil.

Chloe: Mrs. Taylor? Hi, Mrs. Taylor. I'm sorry to be pulling the "60 Minutes" card, but I'm crashing a deadline here. Can we just pop this off really quick?

Mrs. Taylor: [Smiling, giving in.] Yeah, only because I know you'll never let me off the hook.

Chloe: [To William.] It must be pretty cool having the best teacher in school as a mom.

William: Uh, yeah, I'm kind of used to her being the best at everything she does.

Mrs. Taylor smiles.

Chloe: [To Mrs. Taylor.] Okay, we'll just start with the obvious. Um, what do you like about teaching?

Mrs. Taylor: I enjoy the students.

Chloe: [Writing in her pad.] Okay. Any downsides?

Mrs. Taylor: [Without hesitation.] Always having to hide the truth.

William looks at Mrs. Taylor strangely.

Chloe: [Taken off guard.] I'm sorry. The truth about what?

Mrs. Taylor: That Mrs. Taylor doesn't exist. [William laughs, thinking that is mother is joking.] My real name is MaryAnne Lewis, and I've been running from my past since 1972.

Mrs. Taylor looks at her son who is starting to look genuinely worried.

Chloe: I-I don't understand. What did you do?

Mrs. Taylor: [Becoming emotional.] I was part of a radical group. We planted expl*sives outside a bank in Seattle.

Shocked, Chloe continues to write in her notepad.

Mrs. Taylor: We were just trying to make a statement. But one of the guards came in early, and when the b*mb went off...

Chloe: Mrs. Taylor, are you saying you're wanted for m*rder?

William watches Mrs. Taylor, terrified.

Mrs. Taylor: [Starting to cry.] I... I just drove the car. I swear, I-I never meant for anyone to die.

William: Mom, what are you saying?

Mrs. Taylor: I should've told you this years ago. I'm so sorry.

Chloe: [Ready to ask more questions.] Okay, Mrs. Taylor ...

William: No! Get away from her, okay? Just leave us alone! [To Mrs. Taylor.] Come on.

He leads her to the school. Chloe watches them go as an excited grin begins to form on her face.

Chloe walks into the crowded halls of Smallville High the next day. Day. All of the students are reading the latest issue of the Torch. On the cover is a picture of Mrs. Taylor with the headline: "Exclusive: Beloved Teacher or Fugitive m*rder?" Chloe walks down the hall, grinning ear to ear, and all of the students look at her with mixed expressions of anger and hurt. Clark walks up to Chloe. He also has a copy of the Torch.

Clark: Congratulations, Chloe. Within 24 hours, you've managed to tick off the entire school.

Chloe: [Unperturbed.] Well, you don't earn your press pass by making friends.

Clark: Don't you think the police should be handling this?

Chloe: Clark, I uncovered a m*rder.

Clark: With your new ability.

The smile remains on Chloe's face.

Clark: You broke into the LuthorCorp plant the other night, didn't you? Something happened?

Chloe: [Impressed.] Wow. There may be some journalistic genes behind those baby blues after all.

Clark: Chloe, for some reason, people are telling you things they don't want you to know, and it's not a joke.

Chloe: No. But it is every reporter's dream.

A young woman walks by. Chloe grins at Clark mischievously, then stops the girl.

Chloe: Rebecca. When the entire geometry class got Cs on the final, how is it possible that you aced it?

Rebecca: Oh, I swiped the answer key the day before the test.

Chloe smiles as Rebecca realizes what she just revealed.

Rebecca: You're not gonna tell anybody, are you?

Chloe giggles quietly and Rebecca walks hurriedly away. Chloe smiles triumphantly at Clark who is unwilling to share in her joy. Behind Clark, a cheerleader and a small group of guys in letterman jackets walk up. Chloe addresses the cheerleader.

Chloe: [Exaggeratedly friendly.] Mindy! Hey, Mindy. You're always so upbeat. Does anything bother you?

Mindy: Are you kidding? Do you have any idea how hard it is to cheer for a losing team?

The guys are shocked. One of them talks to Mindy.

Doug: Mindy, what are you talking about?

Mindy walks away, embarrassed.

Chloe: Doug, if you could take anyone to the prom, who would you take?

Doug: [Looking at one of the other guys.] That'd be Fitz.

Chloe glances at the guy Doug is referring to, who is looking extremely uncomfortable.

Chloe: Thomas Fitzpatrick, the quarterback? Wow! I didn't expect that one.

Doug advances on Chloe, thr*at. Clark steps between them, pushing Doug gently back.

Clark: Hey, it's cool. It's off the record.

Doug backs away and Chloe and Clark step away from the guys.

Chloe: My God, Clark, this is amazing! Can you imagine the kinds of stories I could break? I mean, I could crack the mystery that is Clark Kent! [Clark doesn't respond. Chloe looks into his eyes.] What do you keep hiding from me?

Clark: [Hurt.] I can't believe you just asked me that.

Chloe: [Confused.] And you didn't answer. Everyone else would have. [Serious.] What are you so afraid of? That I'll get behind that armor and finally uncover your secret?

Clark looks into Chloe's eyes deeply without responding.

Fade to black.

The glass doors of the LuthorCorp lab in Smallville slide open and Clark enters. Day. There is nobody else there and Clark starts to look around. He finds a file cabinet and opens one of the drawers, skimming through the files. He finds a file marked "Records" and another marked "Levitas". He looks at the file briefly, then puts it back and closes the drawer. Lex enters behind him.

Lex: Clark. Last time I checked, this area is restricted.

Clark: [Nervous.] Hey, Lex. Sorry about just walking around, but the outside door was unlocked.

Lex: Actually, it looked broken to me, but, uh, I'll have a word with my security people. Want to tell me why you're here?

Clark: I'm worried about a friend.

Lex: That friend wouldn't have happened to break into this lab a few nights ago, would they? Clark, why didn't you come to me?

Clark: The last time I did that, I had my conversations hand-delivered to the FBI.

Lex: Clark, whatever deal I've made with the Feds, your family is strictly off limits. I was kind of hoping you might return the favor. Would you mind telling me what you were doing down here?

Clark: It wasn't me. [Lex lowers his eyes disbelievingly.] Lex, there's something happening to my friend, and... and what were you working on down here?

Lex: An old project of my father's. I was trying to salvage something from his failure.

Clark: Then where is everything?

Lex: I decided to cut my losses. Clark, we didn't get far enough to gauge the potential side effects. If this friend was exposed to anything here, there could be serious health risks. Now, it's hard for me to help unless I know who it is.

Chloe enters the Talon. Day. The place is busy with students from Smallville High who all glare at Chloe as she passes through toward the bar. Someone walking in the opposite direction knocks Chloe's shoulder with his own as he passes, causing her to momentarily lose her balance. Then William walks up to her, tossing a copy of the Torch at her angrily.

William: How could you print this? Thanks to you, my mom had to go into hiding. The police are looking for her!

Chloe: I'm sorry, William, but I just printed the truth. I mean, I can't be held responsible for that.

William steps closer to her thr*at.

William: You ruined my life.

William leaves. The rest of the students get up and follow him out. Lana walks up to Chloe with a tray, noticing as the Talon swiftly becomes empty.

Chloe: Is it just me, or did I completely clear out the lunch crowd?

Lana: No, it was you. Ever since you've turned the Torch into your own personal gossip column, no one can stand being around you.

Chloe: Yeah, well, at least you're still talking to me, right?

Lana: For now.

Lana turns away and walks toward the bar. Chloe follows.

Chloe: Okay. What's that about?

Lana: [Turning to face Chloe.] I applied to the Paris School of the Arts. They have a full-time high school program and if I get accepted, I start in the summer. [Lana seems baffled that she is revealing so much.]

Chloe: Wow. I guess I'm not in the loop. When did you decide this?

Lana: I've been thinking about it for a while now. Everyone has their families, you know, and, um, I'm not sure where I fit in.

Chloe: But I always thought that we were your family.

Lana: Come on, Chloe. I know what you and everyone else thinks of me, that I'm driven and self-involved. I just can't wait to get out of here and go somewhere where people don't judge me.

Chloe: [Truly stricken by Lana's words.] I never said anything like that.

Lana: You never had to.

Chloe: Why haven't you ever talked to me about this?

Lana: [Quietly.] Because I couldn't trust you.

Chloe looks into Lana's eyes for a moment, then leaves the Talon, unhappy. Lana remains confused.

Lex enters his study where Chloe is waiting for him. Day.

Lex: Chloe, thanks for coming.

Chloe: Yeah, well, I only have a minute. Clark just called me about a story that broke at the hospital, so...

Lex: Then maybe you can just give me the, uh, abridged version of your fieldtrip to LuthorCorp the other night. Let me guess, uh, somehow no one can resist telling you the truth.

Chloe: Are you looking for an apology?

Lex: No. [Lex puts his hands on Chloe's shoulders.] Chloe, I want you to use your gift to help me get back the weeks my father stole from me.

Chloe: Lex, I don't think your dad would go to such extremes to destroy those memories if they didn't pose some sort of a thr*at to him. Maybe you should just leave it alone.

Chloe starts to leave and stops at the door when Lex speaks.

Lex: Why do I get the feeling you know more about this than you're letting on?

Chloe: I don't know anything about that. But I do know that because of you, my dad can't get a job. So why would I help you?

Lex: Because my father's the one who ordered his dismissal. You know that's the truth, don't you?

Chloe takes a breath and touches her head as if she is getting a headache.

Chloe: Meaning that my family's future is just one chess move in the endless game of one-upmanship played by you and your dad.

Lex: It's not a game, Chloe. You're the only one who can get me the truth.

Chloe circles Lex until she is standing behind him.

Chloe: Why do you keep doing this to yourself? Why can't you just walk away from your father?

Lex: Because he won't give me the only thing I've ever wanted from him.

Chloe: And that would be?

Lex: [Turning to face her.] I want him to love me.

Lex lowers his eyes and chuckles quietly, surprised at himself.

Outside sh*t of Smallville Medical Center. Day. Inside, Clark is waiting for Chloe in the lobby. Pete walks in with a camera

Clark: Pete. What are you doing here?

Pete: Chloe said you had some big story.

Clark: [Leading Pete to the elevator.] Um, I just told her that. The way she's been acting, I thought it was the only way I could get her to the hospital.

Pete: Is she okay?

Clark: She got doused with something at LuthorCorp, and I think it's making her sick. Some sort of truth gas.

As they get to the elevator, Pete looks down at his upper arm which Clark is still holding onto.

Pete: Which would explain the vice grip on my arm. [Clark lets him go.] I can take a hint, Clark. You want me to get out of here before the human lie detector shows up.

The elevator door opens and Pete steps inside, noticing that Chloe is already in the elevator.

Chloe: Hey, Pete.

Pete: [Surprised.] Chloe.

Pete looks nervously from Chloe to Clark, then tries to leave, but Chloe stops him.

Chloe: No, wait. Now, enough is enough. Everyone seems to be on the "Run Away From Chloe" bandwagon today. Why you?

The elevator door starts to close as Clark stands outside, unsure of what to do.

Pete: I'm trying to stay away from you so I don't tell you the truth.

Just before the door is completely closed, Clark catches the door and pushes it back open.

Clark: Chloe? Remember that story that I called you about?

Chloe: Yeah, we can talk about the story later, Clark. Right now, I want to know why you guys are playing such a zone defense on me. What is the big secret, Pete?

Pete looks at Chloe in a panic, clearly about to reveal what he knows. Then instead of speaking, he leans in and kisses Chloe. Chloe and Clark are both startled.

Pete: I'm in love with you, Chloe. I've been waiting to do that ever since the first day I met you.

Chloe: Okay, whoa, Pete. Um, why didn't you tell me this sooner?

Pete: Because I knew the way you felt about Clark, and I never saw the point.

The elevator door finally opens at the ground floor opens and Pete runs out, mortified.

Chloe: Pete, wait.

Pete: Chloe, listen. If Clark's right and there something wrong with you, then take care of it. Please.

Pete leaves and Chloe turns to Clark. Then she suddenly gets a massive pain in her head and gasps as she doubles over.

Clark: Chloe? Are you okay?

Chloe: [Holding her head.] Ow! Ah!

Clark: I need some help! Please!

A doctor and nurse standing nearby in the hall run over to Chloe.

Doctor: What's her name?

Clark: Chloe.

Doctor: Chloe? We're going to take you down to exam 3.

Chloe continues to gasp as the doctor and nurse help her into a wheelchair and push her away. Clark watches them worriedly.

Fade to black.

Clark is seated at the computer in the Torch office. Day. Pete enters.

Pete: Clark, I've been looking for you. They arrested Mrs. Taylor.

Clark: I know. It's been all over the Internet.

Pete: As long as you're online, you want to ask Jeeves how long it takes to die of embarrassment?

Clark: [Getting up from the desk.] Pete, how come you didn't tell me how you felt about Chloe?

Pete: It's not like I ever had a chance with her.

Clark: What makes you say that?

Pete: Because I'm always standing next to you. Oh, come on, Clark. As far as long shadows go, you're the dark side of the moon.

Clark doesn't respond. Pete looks at the computer screen.

Pete: Why are you looking through Chloe's files?

Clark: I'm worried about her. [Pete sits at the desk.] She's working on a story about a LuthorCorp project called Levitas. This retired military doctor General Jonah Doyle claims he was part of the first test five years ago.

Pete: Sounds like a crackpot.

Clark: It's our only lead.

Chloe sits in the exam room with a thermometer in her mouth. Day. She doesn't seem to be in pain anymore. The doctor takes the thermometer from her mouth and looks at it.

Doctor: Well, everything looks normal. I'll be right back.

The doctor takes off his rubber gloves and leaves the room and Chloe stands up to get her cellular phone. She opens it to check her messages. Lionel enters the room behind Chloe, and she thinks it's the doctor.

Chloe: That wasn't very long.

Lionel: Miss Sullivan. [Chloe whips around at the sound of Lionel's voice.] You look a bit peaked.

Chloe holds the phone behind her back.

Lionel: Well, I suppose a steady diet of truth can wear on a person. I understand you've borrowed one of our LuthorCorp security cards.

Chloe: I was just trying to help my dad. What did you do, blacklist him?

Lionel: You're damn right I blacklisted him. He'll be lucky to find a job as a dishwasher. [Lionel gasps at his honesty and Chloe smiles knowingly.] Well, I warned you there'd be repercussions if you defied me, and I'm a man of my word.

Chloe: There's only one way to find out.

Chloe still holds the phone behind her back and she pushes a button, dialing her voicemail box.

Lionel: What?

Chloe: Did you order Morgan Edge to k*ll your parents?

Lionel: Of course I did for their life insurance. I needed that money to start my company. Oh... I'm sorry you asked me that question, Miss Sullivan. That's very dangerous information for you to have. Why did you ask me that?

Chloe: It's not important. This is.

Chloe holds up her phone and pushes a button playing back a recording of Lionel's voice.

Lionel's voice: Of course I did. For their life insurance.

Chloe: I have your entire confession recorded on my voicemail, and the only person that has the password is me. So if I were you, I would reconsider my father's employment situation.

Chloe opens the door to leave, and Lionel closes the door to stop her from going.

Lionel: I'm impressed but unfortunately, I don't respond to blackmail. But you know, this isn't what's going to get your father's job back.

Chloe: Then what would?

Lionel starts backing Chloe up toward the wall.

Lionel: Information from an especially intransigent source.

Chloe: Does this source have a name?

Lionel: Two, actually. Jonathan and Martha Kent. But you need only ask one question.

Chloe: Why would I ever do that?

Lionel: [Circling Chloe slowly.] Because I know that you have a special place in your heart for their son, and it's k*lling you that he's hiding something from you. And we both know that this may be the only opportunity you'll ever have to find out what that is.

Chloe: [After thinking about it for a moment.] And what exactly is it that you want to know?

Lionel: Where did Clark Kent come from?

Chloe looks at Lionel for a long time, silently worried.

Outside sh*t of Metropolis. Day. Clark enters an old car garage with several cars and car parts scattered around the room. He looks around and the place appears to be empty of any other people. Suddenly a man, Jonah Doyle, cocks a hand g*n and holds it to Clark's back.

Jonah: You need a lesson in manners.

Clark: [Turning around slowly.] I'm here to talk to you about the Levitas project. I know that LuthorCorp was the civilian contractor when you were in charge. They've resumed the experiment.

Jonah: Lionel Luthor send you?

Clark: No. I'm here because I need to know how the drug affects people.

Jonah looks at Clark for a long time, still pointing the g*n. Then he gestures beyond Clark.

Jonah: Over there.

Clark turns around and goes over to the side of the garage where there is an old orange couch next to a small stove warming a pot of coffee. Jonah sits at the couch with a tired sigh and pours a cup of coffee.

Jonah: We were trying to create the ultimate interrogator.

Clark: Why did you stop?

Jonah: I balked over safety issues. Luthor retaliated by arranging for a disappointing psych report and a dishonorable discharge.

Jonah hands the coffee to Clark.

Clark: Mr. Doyle, a friend of mine stumbled into the LuthorCorp lab. It was continuing the Levitas research. I think she was exposed.

Jonah: Is your friend showing any symptoms?

Clark: She's been having headaches.

Jonah: Then my guess is your friend will be d*ad by morning.

Clark: [Shaken.] d*ad?

Jonah: That's why I suspended the project. We suspected the gas would work. But the toxicity levels were off the charts.

Clark: Is there anything that can help her?

Jonah: Just before the project went down, I was working on a possible counteractant. [He walks to an old dirty fridge and opens it. He pulls out a large syringe full of yellow fluid and shows it to Clark.] It was never tested.

Clark takes the syringe.

Clark: If I have to use this, how much do I give her?

Jonah: h*t her with a full dose right in the heart.

Clark looks nervously at Jonah.

Clark walks to a nurse's station at the medical center. Day.

Clark: Excuse me. I'm looking for Chloe Sullivan.

Nurse: So are we. She left without being officially discharged.

The nurse walks away. Clark notices Lionel and goes to him.

Lionel: Clark. What a surprise.

Clark: Is it? I know about your human truth serum. The Levitas project.

Lionel: [Thoughtful.] Levitas. Levit ... I think we abandoned that project five, seven years ago. [He starts to leave.]

Clark: You're lying.

Lionel: That's a provocative accusation Clark, especially coming from you.

Clark: I don't believe you're here just to check on Chloe's health. What did you do, get her to work for you again? Ask more questions about me?

Lionel: Whatever I ask her to do, Clark, is in search of the truth.

Clark: She might die. And you couldn't care less.

Clark walks away and dials a number on his cell phone.

Clark: [Waiting for an answer.] Come on.

Cut to Chloe speeding down the road in her car. The car swerves back and forth slightly. Chloe is having a hard time controlling the car as she is clearly having another headache. Her phone rings and she answers it.

Chloe: [Drowsily.] Hello?

Clark: Chloe, it's Clark. Listen, you have to get back to the hospital right now. What you have might k*ll you.

Chloe: You're just saying that so you can stop me.

Chloe can hardly keep her eyes open.

Clark: Stop you from what?

Chloe: Clark, do you know what it's like to look at your best friend every day and know that he is lying to you? I can't do this anymore.

A truck drives up behind Chloe and rides extremely close to the back of her car. She grabs her head as her pain intensifies.

Clark: Chloe... [No answer from Chloe.] Chloe, talk to me!

Chloe looks in her rearview mirror at the truck, and then it speeds up and drives past her getting in front of her toward a bridge.

Clark: Chloe. Are you all right, Chloe? Talk to me. Listen, you have to let me help you.

Once the truck is several meters ahead of Chloe, and both vehicles are on the bridge, the truck turns around dangerously, its tires screeching against the road. Then it starts coming right at her in what appears to be a game of chicken. Chloe drops her phone and keeps driving, too shocked to do anything else. Her car and the truck come closer and closer to a head on collision until the very last minute when Chloe finally swerves out of the way and crashes into the barricade along the side of the bridge, breaking through the bars. The front end of her car hangs off the side of the bridge, teetering over the river below.

Clark: [Hearing the crash.] Chloe.

The truck drives up behind Chloe and rams into the back of her car, and we finally see that the driver is William Taylor. One remaining bar connected to the barricade rests against the hood of Chloe's car and prevents it from falling into the river.

William: [Leaning out of his window.] I warned you to leave us alone! My mother doesn't deserve to be in jail!

Chloe's eyes widen in fear as William puts the truck in reverse and backs away, preparing to crash into her again.

Clark: Chloe?!

Chloe picks up her phone.

Chloe: Clark! Clark, I'm at the Coughlin Bridge. Please help me!

Clark runs away.

William slams his foot against the gas, coming at Chloe's car again and crashing into it. Chloe pushes on her brakes, trying to stop her car from falling, and William keeps his foot on the gas. Chloe looks back at William and sees the crazed look on his face, then turns back to the river desperately.

Fade to black.

Chloe's car is still halfway over Coughlin Bridge, about to fall off. Day. William continues to push on the back of her car with his truck. The last bar from the barricade holding her car on the bridge falls away and into the river and the car starts to tip. Chloe reaches down to the door handle and tries to open it, but it's stuck.

William's back tires spin against the pavement and the friction causes smoke to billow into the air. As Chloe glances into her rearview mirror at William, her vision starts to blur and she suddenly loses consciousness, going limp against her window. Her foot falls away from the brake pedal just as William puts his truck into reverse and backs up again. Then with fury in his eyes, he slams down on the gas pedal for one last ram at Chloe's car. But just before he gets there, Clark super speeds onto the bridge and grabs at the back of William's truck, stopping it from hitting Chloe. The quick stop causes William to jerk against his buckled seatbelt and knocks him unconscious.

After stopping the truck, Clark looks at Chloe's car which has g*n to tilt over the edge and is about to fall. He grabs the back of the car and pulls it back down to the road. Then he lifts the car and turns it around, knocking over another piece of the barricade in the process, and sets the car down safely on the bridge.

He opens the door and rips Chloe's seatbelt off. She is still unconscious and he pulls her out of the car, lying her down on the road. He pulls open her shirt and takes the large syringe from inside his jacket, removing the plastic needle cap and squirting a small amount of the fluid from the needle.

With a nervous expression, Clark raises his arm into the air and brings the needle down, jamming it into Chloe's chest. He injects all of the fluid into her and then waits. After a short moment, Chloe opens her eyes with a gasp and sits up coughing.

Clark: Chloe. It's gonna be okay.

Chloe catches her breath.

Outside sh*t of LuthorCorp. Day. Lionel is talking on the phone in his office.

Lionel: No, that's it. No need to call back. [He hangs up. Lex enters.]

Lex: Two invitations to your office in one week. I should be flattered.

Lionel: You should be more careful. In the future, if you want to reactivate one of my old projects, son, all you have to do is ask.

Lex: [Angry.] If you made more of an effort to keep me informed, I wouldn't have to resort to subterfuge.

Lionel: I am trying to understand, Lex, why you would be so desperate to learn the truth that you would resort to using a dangerously unstable drug.

Lex: Well, I guess the truth has never really held much merit for you.

Lionel: Now, I'm losing my patience, Lex. You are constantly defensive with me. Now, tell me, damn it. What is it you want from me?

Lex looks at his father sadly for a short moment.

Lex: [Quietly.] It doesn't really matter, Dad. I'm never gonna get it.

Lex leaves the office.

Clark is studying in the loft. Day. Chloe enters.

Clark: Chloe. How are you feeling?

Chloe: A little shaky. But I'm totally truth serum free. What ever you Pulp Fictioned into my chest not only kick-started my heart but also relieved me of any Levitas in my system so... that's good. Did you hear what happened to William?

Clark: Yeah. Between his mother's past and her arrest, he took quite a h*t.

Chloe: [Guilty.] I never meant to hurt him.

Clark: His mom's the one who should've told him. But that's the thing about the truth. It's bound to come out sooner or later.

Chloe: Then I guess it's my turn to come clean. When you found me on the bridge, I was on my way here. I was gonna ask your parents all the questions you would never answer.

Clark looks hurt but not surprised. He turns away, and Chloe walks around to face him.

Chloe: Look, I know "I'm sorry" has become a recurring motif in our relationship, but ...

Clark: No, Chloe, um, look, I appreciate your honesty, but you weren't yourself.

Chloe: I really wish I could believe that. But there have been so many times when my curiosity has gotten the best of me. Maybe this is just who I am.

Clark: No. You're going after the truth. Chloe, there's nothing wrong with that.

Chloe: Unless it hurts the people you care most about. I'm just afraid that one day I'm gonna push too hard, and I'm not gonna get the chance to say I'm sorry.

Clark: [Smiling.] Today's not that day.

Clark pulls Chloe into a hug and she sighs, relieved.

Lana comes down the stairs of the Talon holding some books in her hands. Day. Clark is entering.

Lana: Clark. Thanks for coming by.

Clark: Is everything okay? I haven't gotten many phone messages from you lately.

Lana puts her books down on the bar and picks up a brochure for the Paris school.

Lana: [Nervous.] Yeah, um... I've been wanting to show you this.

Clark: [Takes the brochure.] Paris?

Lana: I sent in my application last week.

Clark: I don't understand.

Lana: I'm leaving.

Clark: [Shocked.] Lana, if this is because of me ...

Lana: No. No. Um, it's because of everything. I'm beginning to feel like I need a fresh start.

Clark: Well, what about your life here? What about all your friends?

Lana: Well, maybe I'll wind up in Smallville eventually, but I don't think I can be happy wondering if there's something else out there.

Clark is having a hard time finding words to express his feelings.

Clark: Why didn't you tell me sooner?

Lana: Because I... I didn't want anyone to talk me out of it. And the truth is, I knew you were the only person that could.

Clark looks at her for a long time. She looks away awkwardly.

Outside sh*t of Smallville High School. Night. Chloe sits down at her computer in the Torch office. At the phone next to the computer, she dials her voicemail box. A computerized voice answers.

Voice: Thank you for using CansCom. Please enter your security code now.

Chloe enters her code.

Voice: You have one new message.

Chloe hits another button and the message plays.

Lionel's voice: Hello, Miss Sullivan. It's only me. Um, oh, no need to look for that conversation we had earlier. It's gone.

Chloe's expression becomes worried.

Lionel: And, um, well, that's it. No need to call back.

Computerized voice: You have no more messages.

Chloe hangs up the phone. A look of fear grows on her face.

End
{"type": "series", "show": "Smallville", "episode": "03x18 - Truth"}