Original Air Date on December 1, 2004

Outside sh*t of Clark's loft. Night. Inside, Lana walks up the stairs of the loft in red high heels. Clark is seated on the upper level reading a book and looks up as Lana comes to the top of the stairs. She is wearing a red skirt and red sweater. Her outfit is attractive but modest.

Clark: [Slightly surprised.] Lana.

Lana: I was hoping that you were up.

Clark: Is everything all right?

Lana: [Pause.] It's about Jason. I think I've made a horrible mistake.

Clark: Jason.

Clark puts down his book next to him on the couch and stands up looking uncomfortable.

Clark: Lana, I'm not sure I'm the one you should be talking to about this.

Lana: Actually, I think that you're exactly who I should be talking to. [Walking closer to Clark.] I've been thinking about it. The way we met, the way he followed me here, the way he got a job at my school. I think that everything that Jason has told me has been a lie. I'm starting to wonder if there's another reason why he came to Smallville besides me.

Clark: Like what?

Lana: I don't know. But he's really starting to scare me.

Lana looks up at Clark with fearful, pleading eyes.

Clark: Don't worry, Lana. I'd never let anything happen to you.

Lana: [Grateful.] I know. And it's made one thing very clear. I never should've given up on us. I can lie to myself as much as I want, but I've always been in love with you.

They lean into each other and kiss on the lips, lightly at first and then more intensely. Lana puts her arms around Clark as the kiss becomes more passionate. Clark moves her toward the couch and lays her down on it, lying down on top of her as they continue to kiss. Clark's shirt rises slightly exposing his stomach, and Lana touches the bare skin of his abdomen.

A hand suddenly grabs Clark by the shoulder and pulls him away from Lana. We see that it is Jason. Jason throws Clark down the first flight of stairs and Clark tumbles down to the first landing with a thud.

Jason: [Furious.] I knew I couldn't trust you, Clark.

Lana gets to her feet behind Jason.

Lana: Jason, no!

Jason walks down to Clark on the landing as Clark is just getting up onto his knees. Jason pulls Clark to his feet, and then Clark pushes Jason forcefully against the railing with a grunt.

Clark: Haven't you hurt her enough already?

Jason pushes Clark against a support beam, holding him by his shirt. He punches Clark in the face and then knocks his own head into Clark's face. Then he punches Clark across the other side of his face, knocking him to the floor.

Lana: Jason!

Jason looks down at Clark who now has blood trickling from his nose. Clark loses consciousness. Jason then turns around to look at Lana who is still at the top of the stairs. She is staring at him quietly.

Jason: Clark can't protect you from me. Nobody can.

Lana walks down the stairs to the landing until she is standing face to face with Jason. Lana's arm jerks toward Jason and we hear a slicing noise as Jason grunts in pain. Jason looks down at his stomach where there is a bloody hole in the front of his shirt and Lana is holding a pair of scissors with which she has just s*ab him.

She continues to make eye contact with him coldly as Jason stares back at her in disbelief. He backs slowly toward the railing, becoming weaker until he finally crashes into the railing, breaking it and falling toward the barn floor far below.

As he falls, his surroundings suddenly change, and instead of falling toward the floor of the barn, he is falling toward the floor of the Talon. He crashes into a table and it shatters beneath his weight. He is knocked unconscious.

Customers of the Talon scream as they see Jason on the floor. Lana runs out of her apartment above and sees Jason. She is now wearing a different outfit.

Lana: Jason!

She runs down the stairs and kneels at Jason's side, placing her hand on his chest.

Lana: Someone call an ambulance! [Quietly.] Jason. Jason, can you hear me?

Jason is unresponsive.

[Opening credits]

Jason is unconscious in a hospital bed at Smallville Medical Center. Day. Lana is sitting next to him touching his hand and stroking his face. Tears run down her face as she cries silently. Jason's heart is being monitored on a screen next to the bed. Clark and Chloe enter the room.

Chloe: Hey. How's he doing?

Lana: [Wiping her tears.] The doctors don't know. His heart's beating a mile a minute, and they can't get his blood pressure down.

Chloe: That's a little bit odd for someone who's unconscious, isn't it?

Lana: They said he's in some sort of a panic mode, like he's having a severe nightmare.

Clark: What happened?

Lana: He, um, came by the Talon to pick me up for lunch, and I ran upstairs to grab a jacket.

Chloe: And?

Lana: And I heard a crash. That's it. [Becoming more emotional.] He's been ... he's been perfectly healthy, but the doctors say that if they can't get his heart rate down that he could have a heart att*ck.

Clark: They must have some idea of what caused this.

Lana: I wish I could help them. But he was just studying all morning before he came to the apartment. The first time I saw him, he was lying on the Talon floor.

Chloe: Well, let us know if there's anything we can do to help, okay?

Lana: [She nods.] They need his insurance card. It's, um, it's in my apartment. Could you guys go get it for me? I don't want to leave his side.

Chloe: Yeah, okay.

Chloe touches Clark's arm and starts to leave the room. Clark looks back at Lana sympathetically for another moment, then follows Chloe. Lana gazes at Jason lovingly.

Clark and Chloe are in Lana's apartment. Day. Clark picks up a framed picture of Jason and Lana and looks at it quietly.

Chloe: Clark, I don't mean to go all Dr. Phil on you, but don't you think that you should, uh, admit that they're in a relationship?

Clark: Come on, Chloe. I'm past that. [He puts down the picture.]

Chloe: Yeah, I should've known by that crippling stare on your face ever since you walked in the apartment.

Clark: I just could've used more time to ease into it, you know?

Chloe: Clark, you were in love with her. That's not something you just ease out of.

Clark: It's just by the time I found out, they were already this serious thing.

Chloe: Yeah. But we all keep secrets for our own reasons. I don't think I have to tell you that.

Clark doesn't respond. Chloe walks to a chair where Jason's book bag is resting. She unzips the bag and looks through it.

Clark: I don't think going through Jason's personal things falls under your snoop jurisdiction.

Chloe: Well, I'll take my chances with the jury on this one.

Chloe finds Jason's PDA and pulls it out of the bag.

Chloe: I think maybe if we backtrack through Jason's last couple of days, it might help. [She pushes several buttons on the PDA.] Ooh. Jason had a meeting at LuthorCorp this morning.

Clark: [Surprised.] Why didn't Lana say something?

Chloe: Maybe she didn't know.

Chloe and Clark walk up outside LuthorCorp. Day. They walk toward the gate that leads onto the company grounds. Nobody else is around.

Clark: [Looking around.] This place seems d*ad.

Chloe: Yeah. My dad used to work the overtime shifts on Saturdays. This lot should be full by now.

Chloe pulls a security card out of her pocket and swipes it through a slot outside the gate. She then pushes the gate open and they walk onto the grounds.

Clark: Where do you think everybody is?

Chloe: I don't know. But while you're talking to Lex, I'm gonna give myself a little backstage tour.

They split up. Chloe keeps walking forward and Clark veers off to the left.

Cut to the inside of LuthorCorp. Lex is walking down a hallway with pipes lining the ceiling. Clark turns a corner and walks into the hallway in front of Lex. Lex is clearly in a hurry and seems very on edge.

Lex: [Angry.] Clark? How the hell did you get in here?

Clark: The, uh, the gate was open.

Lex keeps walking and Clark follows him.

Clark: Your security seems a little MIA lately.

Lex: That's obvious, but this is a restricted area.

Clark: This'll only take a second. Lex stops next to a security phone on the wall. He picks up the receiver and speaks into it.

Lex: I need someone to escort a guest out. [He hangs up the phone.] Look, Clark, I'm sorry, but I just got in from Metropolis. I got a lot to do.

Lex starts walking again and Clark follows him.

Clark: Just now? I thought you had a meeting with Jason this morning.

Lex: Not with me. He was meeting with the head of my HR department.

Clark: You giving him a job?

Lex stops walking and turns to face Clark.

Lex: Just some leads. I felt guilty for getting Jason fired from the school. He didn't even want Lana to know about it. I'm surprised he told you.

Clark: He didn't. Jason's lying unconscious at the hospital, some sort of neurological stress.

Lex: Do they know what happened?

Clark: No. But your HR guy might have been the last person to talk to him.

Lex: Look, I'll track him down, but Clark, there could be a lot of reasons for Jason's condition.

Lex starts to walk away.

Clark: There could also be a lot of reasons why this place is deserted halfway through a Saturday shift.

Lex: [Turning back.] I'll call in a specialist from Metropolis to take a look at him. Assure Lana I'm doing everything I can for him.

Clark watches Lex walk away as a security officer drives up behind Clark in a small cart.

Cut to Chloe walking down a dark set of stairs elsewhere in the plant. A clanking sound is heard as the electricity surges, and the small amount of light on the stairs goes out, leaving Chloe in almost complete darkness. Slightly startled, Chloe squints her eyes to see better and keeps going down the stairs. There is soft blue light coming from a room around the corner from the bottom of the stairs. The light colors Chloe's face as she walks very slowly to the open doorway to look inside.

Chloe peeks into the room anxiously. She sees a woman with short disheveled hair sitting hunched over in a chair with her back to Chloe staring at a dark window. The floor is black and white checkered. Chloe blinks several times in confusion and then enters the room, walking toward the woman slowly. Upon closer inspection, we see that the woman is wearing a straitjacket. Her head is bent over and we can't see her face. She whispers hauntingly.

Woman: I've been waiting for you, Chloe.

Chloe: [Quietly.] Mom?

Woman: You can't escape this, Chloe. None of the women in our family ever have.

Chloe continues walking toward the woman until she is standing right behind her. After a long moment of terrified stillness, Chloe reaches out her hand as if to touch the woman's shoulder. When she is about to touch it, she pulls her hand away fearfully. Then after thinking about it some more, she reaches out again and rests her hand on the woman's shoulder.

Suddenly the chair whips around to face Chloe, and Chloe jumps back with a start. We see the face of the woman in the straitjacket and it is a dark and frightening version of Chloe with large black eyes and dry crusty lips. The real Chloe starts to scream hysterically.

Chloe: Aaah! Aaaah!

Insane Chloe looks up at her quietly and opens her mouth wide. The sh*t goes into the darkness of her mouth as the real Chloe continues to scream, suddenly finding herself also bound in a straitjacket.

Chloe: No! No!

She runs from the room, struggling against the straitjacket.

Cut to Chloe running out into a main hallway. She is still screaming and struggling as if wearing a straitjacket, but it is no longer there.

Chloe: No! No! Aah!

She keeps screaming as Clark and the security guard come driving toward her in the guard's cart. The guard stops his cart and starts to stand up looking at Chloe strangely. Clark then taps the guard on the back of the head, knocking him unconscious. Then he runs to Chloe and catches her in his arms just as she passes out.

Fade to black.

Outside sh*t of LuthorCorp. Day. Inside, Lex enters a room where several workers, some wearing suits and others wearing lab coats, are busy working on computers and at lab tables. Lex enters an inner office where there are more people working and looks through the window at the room beyond where there are several people lying down on cots and being taken care of by workers in sterile suits and masks. He talks to a man standing nearby in a suit, Dr. Ford.

Lex: With all our safety precautions, how the hell does a lab explode?

Ford: [Nervously.] Well, when you're dealing with meteor rocks, it's very difficult to predict how our chemicals will react. Mr. Luthor, we're doing everything we can. After the alarm sounded, we sealed the room. All affected personnel have been quarantined, and we're trying to fix the damaged pipes.

Lex: [Looking at the man incredulously.] You mean the bacteria is still leaking out?

Ford: Only in that room.

Lex: Once the situation is under control, I want the project dismantled. [He starts to leave.]

Ford: But Mr. Luthor, your father negotiated this contract with the military. We stand to make a lot if we can ever market the compound.

Lex: And exactly what is the market for toxins that invoke a person's worst nightmare before they fall unconscious, Dr. Ford?

Ford: Think of the good. I mean, we could disable the enemy without ever using v*olence. We have statistics to prove ...

Lex: Statistics aren't lying in those beds! My employees are. And I'm afraid they're not the only ones.

Ford: What do you mean?

Lex: Someone who was visiting the plant this morning is at the hospital right now with the same symptoms. Is he contagious?

Ford: Oh, no, sir. I mean, the bacteria can't be transferred from one person to another. It has to be inhaled directly.

Lex: Then there's no need to call the CDC and panic the entire town. [Ford nods.] Where are we with the antidote?

Ford walks to a incubator sitting on a lab table with several vials of dark fluid visible through the glass door. He points to it.

Ford: This will clarify when it reaches 1000 degrees Kelvin, and then we can test it.

Lex: What's the ETA?

Ford: [After a long pause.] Another five hours.

Lex looks at Ford disbelievingly.

Clark hangs up the phone as he walks into the Kent kitchen to talk to Jonathan and Martha. Day.

Clark: Eight other people have just come down with the condition that Jason and Chloe have.

Martha: The doctors haven't found anything in common?

Jonathan: Didn't you say that Jason and Chloe were both at LuthorCorp today?

Clark: Yeah, but half the victims at the hospital weren't. Whatever this is seems to strike completely at random. There's no way to tell who's gonna be next.

Jonathan: Well, it sounds contagious. In the air or the water?

Clark: Maybe it'll show up in some environmental quality report.

There is a knock on the door and they see Lana through the screen.

Clark: Lana.

Jonathan: Come on in.

Jonathan opens the door for her and she enters.

Lana: Um, sorry to show up like this. I just didn't know where else to go.

Martha: Clark told us about Jason. Has something happened?

Lana: One of the other infected people just died.

Martha looks at Lana sadly.

Jonathan: Lana, do the doctors have any idea at all what's going on?

Lana: [With tears in her eyes.] Just that a person's body can only sustain a level of panic for so long before their heart gives out. [Becoming more emotional.] I can't...I can't just sit in that hospital anymore just... just watching Chloe and Jason die. I want to help.

Clark looks at Lana seriously.

Outside sh*t of the Kansas Penitentiary. Day. Inside, a woman, Warden Stall, and a guard walk toward the entrance to the prisoners' commons area. The door buzzes and two guards open it from inside. Lionel steps out of the room and walks to the Warden Stall.

Stall: I hope I didn't separate you from your flock.

Lionel: [Chuckling.] I understand your cynicism, Warden Stall, but I assure you I truly am a changed man.

Stall: [Skeptical.] Oh. Or just a smart one. You know, ever since you proclaimed this sudden conversion to our resident St. Paul, there hasn't been a single attempt on your life.

Lionel: I want only to be of help to others. What is the value of my sinful life unless I use it as an example to shepherd fellow sinners, to lead them away from the allure of hedonism, mistrust, and greed? To follow a better way?

Stall: [She laughs.] Uh-huh. Well, I'm afraid you're going to have to change congregations.

She holds out her hand toward the guard standing behind her, and he hands her a file.

Lionel: What do you mean?

Stall: The appellate court overturned your conviction.

Lionel: [Stunned.] Overturned? My appeal doesn't come up for months. That's not possible.

Stall: Oh, you'd be surprised what's possible in this judicial system.

Lionel laughs again and steps closer to Stall.

Lionel: You know, I've done everything to work this system. I hired the best lawyers in the world. I tried to pay off everyone from the bailiff to the President of the United States, and I was told categorically I was never gonna see life outside these walls again.

Stall: You do not want to be telling me things of this nature.

Lionel: Yes, I do. I'm guilty. Not of the crime I've been imprisoned for, but... so many other crimes which should've landed me in here years ago.

Stall looks at Lionel closely, surprised by his honesty.

Lionel: This is where I belong. It's where I can do the most good.

Stall: [Unbelieving.] You... You want to stay in prison?

Lionel: Yes, I do. I've found my... [He laughs.] ...my mission in life.

Stall: Contrary to your deluded point of view, this is not the Ritz Carlton where you can check in and check out at your leisure. Somebody did you a favor by getting you out of this place. I'd say be grateful.

Lionel: But who? Who could do that?

Stall: Obviously someone more powerful than you. [Lionel considers it.] As soon as this paper work is finished, you're a free man.

Warden Stall and the guard walk away, leaving Lionel alone in the hallway.

Lana and Clark are in the Torch office. Day. Clark is sitting at the computer looking at an environmental quality report for Kansas on the screen.

Lana: We know that Jason was in town by nine o'clock.

Clark: Well, according to the hourly satellite images, we had clear skies all morning.

Lana leans over next to Clark to look at the screen.

Lana: Hourly? Can we get a bit more specific than that?

Clark: I'll try.

Clark begins to type.

Lana: You know, I just don't understand why Jason wouldn't tell me that he had a meeting at LuthorCorp.

Clark: It might've been a blow to his pride, accepting Lex's offer.

Lana: Well, maybe that's what all of this has been about. [Clark looks at her.] I've been getting this feeling lately that there's something he hasn't been telling me.

Clark: Maybe he thought you'd see him differently if you found out.

Lana: [Stricken.] Do you really think that I'm that shallow, Clark?

Clark: It might take him a while to get to know you as well as I do.

Lana looks at Clark, seeming to accept his answer. There is a beep from the computer and Lana looks at the screen.

Lana: Look at that.

On the screen, there is a simulation of a cloud forming rapidly over Kansas.

Clark: It looks like that cloud came out of nowhere.

Lana: And then it's completely gone five minutes later.

Clark: It covered two miles before it dissipated.

Lana: Why would a cloud just appear like that?

Clark: Maybe it's not a cloud. Maybe it's pollution or smoke or something.

Lana: Well, if that's the county line, then Chloe's house was right in the middle of it.

Clark: So is LuthorCorp.

Clark gets up from the computer and walks away. He doesn't notice that Lana suddenly starts to feel weak and has to brace herself against the desk to keep from falling. She turns toward the window as the daylight darkens and a white light flashes at her in an uneven rhythm.

The sh*t closes in on Lana's face as she holds her hands up in front of her to block the light. She keeps moving her hands in front of her face as if she is trying to move something out of her way.

Then we see things from her point of view. She is pushing at a dirty plastic sheet, trying to get it out of her face. She is lying in a dark empty morgue on a metal table covered under the sheet from head to toe. The sheet suddenly pulls itself down her body and off of her face. Her eyes open with a start.

The dim fluorescent light above her continues to flash eerily as Lana turns her head to the left, and her jaw drops at what she sees. As she sits up, she sees a row of similar metal tables with d*ad bodies on them, all covered by the same plastic sheets.

Lana gets off of the table and walks slowly toward the table next to her. The sheet covering the body pulls itself down and we see the d*ad body of Lara Lang. Lana gasps.

Lana: [Horrified.] Mom...

She touches her mother's face softly as the sheet on the next table is pulled down to reveal a d*ad Lewis Lang.

Lana: Dad!

Lana keeps walking to the next table in the row, and the sheet pulls away to reveal Chloe, pale and motionless. Lana gasps again and her breathing becomes loud and raspy as she begins to panic. She walks to the next table and stands next to it, almost as if waiting for the sheet to remove itself. It does, and we see Jason. Lana leans over him.

Lana: [A desperate sob.] Jason.

She reaches out and rubs her hands over Jason's pale face. Then she hears a woman's voice speaking from behind her.

Woman: [Taunting.] Lana. Lana.

Lana turns around and at the end of the room, there is one more sheet-covered body lying on a table. She walks to the table and stands next to it, resting her hand on the edge. A hand suddenly reaches out from beneath the sheet and grabs Lana's wrist. Her eyes go wide with fright and she gasps.

The body on the table sits up and it is another version of Lana. Her hair is wild and her skin is whitish-green and spotty. Her teeth are tinted a green color and her lips are deep green as if she has been d*ad and rotting for a long time. Her eyes are glazed over and white with black circles around them.

d*ad Lana: They're all going to leave you. And there's nothing you can do about it.

Lana begins to scream.

Cut to Lana standing in the Torch office screaming at the top of her lungs.

Clark comes to her side just as she passes out.

Clark: Lana!

He holds her up.

In the LuthorCorp office, we see a monitor that shows the patients' blood pressures elevating to enormous heights. Day. Next to that, there is a monitor of one of the patients struggling in panic on his cot as a man in a protective suit tries to restrain him.

Man: [To a guard.] I can't control him! Get over here!

Guard: Yes, sir!

A guard comes over to help retrain the patient. Lex watches all of this through the window. Once the patient is under control, Lex walks away from the window. Dr. Ford opens the incubator wearing a pair of rubber gloves. He removes one of the vials and puts it in the top of a medical g*n with a syringe at the end to inject the antidote.

Ford: Mr. Luthor, we have never tested this antidote. I urge you to try it on one of our lab animals first.

Lex: One of my employees is about to die. Do you see any other options for us right now?

Ford: No, sir, I don't. But please remember, this is like a flu inoculation. It contains traces of the infectious element.

Lex: Is that your way of telling me the patient's gonna get worse before he gets better?

Ford: Assuming it works. [He nods slightly.]

Lex looks down at the monitor, seeing the patient being forcibly restrained. Then Lex goes to the wall and pulls one of the protective suits off of a hook where it is hanging.

Ford: Mr. Luthor, you can't go in there! You must keep the exposure to the toxin to a minimum!

Lex: I'm responsible for this plant and everyone who works here. I'm going with you.

Cut to Lex and Dr. Ford, now wearing protective suits, standing in the chamber between the office and the patient room. They are showered in white steam, and then the glass door to the patient room slides open. Dr. Ford is holding a small tray with the injection g*n and two other vials of the antidote. He and Lex walk over the patient who is still clearly distressed, but does not need to be restrained anymore.

Lex sits down on one side of the patient as Dr. Ford goes to the other side, preparing the man's arm for the injection. He sticks the needle into the man's arm, and the vial quickly drains. There is a short pause as they wait for a reaction, and then the heart monitor starts to beep at frightening speed as the man's eyes open wide and he grunts painfully. He sits up, wildly reaching for Lex, and Lex stands up, backing away and knocking his arm against a table. The heart monitor flatlines, and the man falls back against his pillow, d*ad.

Lex glances down at his arm where he h*t the table and sees a small tear in his protective suit.

Fade to black.

Lex enters the Smallville Medical Center. Day. The hallways are full of patients, some standing and some unconscious on gurneys. Lex walks to Dr. Scanlan who is standing over a gurney near the waiting area.

Lex: Dr. Scanlan, I understand you're treating a patient named Jason Teague.

Scanlan: Lex, I've got my hands full right now. We're watching Mr. Teague along with all the others in his condition.

Dr. Scanlan starts to walk away and Lex follows him.

Lex: The others? Are you telling me all these people have the same symptoms?

They stop at another patient who is unconscious on a gurney in the hallway.

Scanlan: Unfortunately. We have no idea what we're dealing with.

Scanlan looks at the heart monitor and then keeps walking.

Lex: It's a synthetic toxin.

Scanlan stops and turns back to Lex.

Lex: [Lowering his voice.] A pressure t*nk exploded this morning at my plant. We thought we had it contained, but the toxin must have escaped into the atmosphere. It's possible all these people were exposed at the time

Scanlan: And you're just telling me this now? I have to call the Center for Disease Control.

Lex: [Following Scanlan.] I don't know how much they can do, but there's an antidote my project manager's been modifying as we speak.

Scanlan: How close is it?

Lex: The first trial was unsuccessful, but I assure you we'll have the situation under control.

Scanlan: It's too late for that.

Clark enters the hallway carrying Lana.

Clark: I need a doctor! I need a doctor!

Clark walks toward Dr. Scanlan and Lex. Dr. Scanlan motions to an empty patient bed next to the wall and Clark puts Lana down on it. An orderly wheels the bed away and Dr. Scanlan follows. Clark goes to Lex, grabbing him roughly by the shoulder.

Clark: Did you know about this when I talked to you earlier today?

Lex: Clark, other than Jason, I had no idea anyone outside of LuthorCorp was exposed. You have to believe me.

Clark: What is this stuff?

Before Lex can answer, there is a loud zooming noise and then a large expl*si*n by the window in the waiting area as a flaming meteor crashes into the medical center. Clark turns to the waiting area as it fills up with smoke and several more meteors crash through the wall, knocking a man to the floor and flipping an empty patient bed upside down.

Clark runs down the hallway to Lana's hospital room, where Lana is now sitting up in her bed and wearing a hospital gown. She looks fearfully toward the window where we can hear several car alarms going off. Clark runs to the window and pulls up the blinds. Several meteors with fiery orange heads and long tails of black smoke sh**t out of the sky and into the parking lot where they crash into the cars and send them doing flips into the air. Two more meteors crash into the pavement leaving large black craters in the ground.

Then Clark looks up into the sky and sees a meteor headed straight for the window where he is standing. He runs over to Lana's bed and hunches over her, standing between her and the window as the meteor hits. The wall explodes and dozens of kryptonite rocks hurtle themselves at Clark's back, but he successfully protects Lana from getting h*t as she holds her arms over her head.

As she uncovers her head and looks up at Clark, the kryptonite all over the room weakens him and he falls to the floor with a grunt. There is now a huge hole in the wall and a ray of sunlight comes into the room through it. Lana gets up from her bed and walks to Clark slowly. The lights in the room surge noisily and sparks fly from exposed wires in the hole in the wall. Lana looks at Clark intensely.

Lana: It all makes sense.

There is a flash of light and a pop from a bulb behind Lana. She jumps slightly and turns to look at it, then turns back to Clark.

Clark: [Painful whisper.] Lana... Help me.

Lana: [Quietly, in shock.] The meteor shower. You came the same day. How could I be so stupid?

Clark: The meteor shower's the reason I'm here. I'm from a planet called Krypton.

Lana stares at Clark as he struggles to remain conscious.

Clark: Lana, I wanted to tell you. [He grimaces with pain.] I didn't think you'd accept me.

Lana bends over and picks up a long piece of glowing kryptonite.

Lana: You're not even human?

Clark: [He groans.] Please. That stuff makes me sick.

Lana: [Near tears.] My parents are gone because of you, and I'm never gonna see them again. [A whisper.] You k*lled my parents.

Clark looks up at Lana pleadingly. She lowers her eyes to the kryptonite in her hand, and then she rushes toward Clark, holding the kryptonite above her head, ready to s*ab him. Just before the kryptonite hits Clark in the chest,

Cut to Clark waking up in a hospital bed with a jolt. His bed is in the hallway and he looks around, seeing that the hall is still full of patients and doctors, but the meteor shower was just a dream. A thought occurs to him.

Clark: Mom.

Clark gets off the bed and starts to walk down the hall hurriedly looking at all the unconscious patients. Dr. Scanlan sees Clark and follows him.

Scanlan: [Surprised.] Clark?

Clark: I need to find my parents! Where are they?

Scanlan: They haven't been admitted. Clark, you're the first patient to come out of this. I think you'd better sit down.

Clark: No, I feel fine.

Scanlan: Clark ...

Before Dr. Scanlan can say anymore, Clark runs out of the hallway.

Cut to Clark super speeding onto the Kent farm. He comes inside through the kitchen door and finds Jonathan unconscious on the floor near some broken glass.

Clark: Dad?

Clark kneels next to Jonathan and touches his shoulder, but Jonathan is unresponsive. Clark continues to look around and he can hear the phone beep signifying that the phone is off the hook. He follows the sound and sees Martha unconscious next to the kitchen counter with the phone and a broken lamp lying on the floor next to her.

Clark: Mom! [He goes to her.] Mom?

He turns her gently onto her back and her body remains limp. Clark super speeds from the room.

Cut to LuthorCorp where Lex is talking on his cell phone in the office outside the quarantined patient room. The doctors in protective suits are still administering to the patients. Dr. Ford is in the office with Lex and is already very anxious. Clark runs into the office.

Clark: Lex!

Lex: [On the phone.] I'll keep you updated. [He hangs up his phone.]

Clark: You're running out of time.

Ford: How did you get past security?

Lex: It's okay. [To Clark.] I don't understand. I left you in the hospital. What happened?

Clark: My parents are in there now.

Lex: [Taking a moment to digest the news.] Clark ...

Clark: Lana, Chloe, Jason ... they're all gonna die if you don't do something!

Lex: What do you suggest I do?

Clark thinks about it, noticing the vials of liquid in the incubator. Then he thinks of something.

Clark: Use me.

Ford looks at Lex, confused.

Clark: I want you to use me. Look, I came out of this panic state. Maybe there's something in me that can help. I'll give you whatever samples you need.

Ford: Well, even if your immune system could offer us some sort of insight, I don't know, those kind of tests take months, years to analyze. No, no.

Lex walks toward the incubator holding his hand to his head pensively. There are beads of sweat forming all over his scalp. He turns back to Clark.

Lex: He's right, Clark. We have a new antidote that we can test in a few hours.

Clark: There's no time.

Lex: The antidote needs to be heated to 1000 degrees Kelvin until it clears. Otherwise, it's useless.

Ford: [To Lex.] This time we're gonna test it first.

Lex: People's lives are at stake. We're running out of time!

Ford: [Pointing to the window.] Look at them, Mr. Luthor. Look at them. Are you going to point the finger and decide which one of them is going to take the potentially lethal injection? Whoever it is, you could be k*lling them.

Lex goes to the window and looks through it, caught in an impossible decision. When he and Ford have their backs to Clark, Clark uses his heat vision on the incubator, raising the temperature to 1000 degrees in seconds. The dark solution in the vials becomes clear and the incubator beeps. Both Lex and Ford turn to look at the incubator in disbelief.

Then Lex walks toward the counter, grabbing an injection g*n on his way, and opens the incubator, pulling out a vial and sticking it into the top of the g*n. Both Ford and Clark look at him expectantly, unsure of what he is going to do. Without a word, Lex sticks the needle into his own wrist and injects himself with the antidote. Clark's mouth opens in shock.

Ford: Mr. Luthor, no!

Lex eyes roll back in his head. There is a flash of white and suddenly we see Lex, dressed all in white, standing behind the desk in the White House in Washington, D.C. Then we see a sh*t of a field in Kansas with a farm house and a couple of barns in the background. Far off in the distance, several m*ssile soar straight into the air leaving long white tails of smoke behind.

Lex steps away from the desk and walks toward a door at the side of the office that leads to the outdoors. He opens the door and the sun shines brightly on him as he looks out. He sees one of the m*ssile land and cause a massive expl*si*n that covers nearly everything in sight.

Cut to Lex standing in the middle of the field.

Then we see a sh*t of Earth from space as m*ssile are launched from many different locations, arcing miles over the land and crashing with devastating expl*si*n, leaving huge circles of fiery destruction all over the planet.

Another sh*t of Lex standing in the field, but now the ground is nothing but dirt and human bones. He looks around with a dark smile as the sky fills with blood red clouds. (Cassandra had this same vision back in episode 106 "Hourglass" when she touched Lex's hand)

Cut to Lex jolting awake in the office at LuthorCorp. He sees Clark kneeling next to him.

Lex: [Breathless.] Clark?

Ford: Thank God it worked. I'm gonna get the antidote to the hospital.

Clark: Lex, you're gonna be okay.

Clark smiles at Lex proudly.

Fade to black.

Lionel steps out of the Kansas State Penitentiary. Day. He is dressed in a white leisure suit, and walks toward the curb where a black limousine is waiting for him. When he gets to the limo, he bends over and looks in through the open back window. A smile slowly forms on his face.

Then he throws his bag in through the window and opens the door, getting inside. He looks at the person sitting next to him in the limo who we are unable to see and chuckles.

Lionel: I should've known.

The limo drives away.

Clark, Martha, and Jonathan enter their house. Day. Jonathan stops to hang his coat up, and Martha and Clark walk to the kitchen.

Martha: [With a relieved sigh.] Home.

Jonathan follows them. Clark stops when he gets to the kitchen entrance and looks around uncomfortably.

Jonathan: Clark. Is something bothering you, son?

Clark: No, it'll just take a few days before I can walk into that room... and not get a flash of the two of you unconscious on the floor.

Martha: Well, thanks for cleaning everything up.

Clark: Yeah, somebody really did a number on that lamp back there. Must've been some nightmare you had.

Jonathan: And we woke up to find it had almost come true.

Martha: Clark, you walked right into Lex's office and almost gave up your secret. Who knows what they would've done to you?

Jonathan gets a pitcher from the fridge and three glasses from the cupboard.

Clark: I didn't see any other choice. It's funny because lately I've been thinking I've gotten closer to being able to tell someone the truth about me. Now I'm convinced more than ever that I can't tell anyone. Especially not Lana.

Martha: I know how much it would mean to you to be able to share your secret with her.

Clark: [Nodding.] As far apart as we've grown, I think about it every day.

Martha: I-I hope our own fears haven't gotten in your way. I would hate for you to look back and regret not telling the people closest to you. I mean, there is a chance Lana would understand.

Clark: There is. But what if she didn't?

Martha looks at Clark sympathetically.

Jonathan: Clark, look, I'm not sure that it's Lana, but I am sure that someday there'll be someone you can tell.

Clark smiles slightly, trying to accept the encouragement.

Outside sh*t of the Talon. Day. Inside, Jason is packing his bags as Lana enters with a bag of food.

Lana: Egg fu yang to the rescue!

Her smile fades when she sees what Jason is doing. She closes the door.

Lana: So. If I had waited around for the Peking duck, you'd have what, been gone?

Jason: No, I would've been here, trying to figure out what to say.

Lana: [Coming toward him.] I don't understand. Is this because of your mom? You've been different ever since I met her.

Jason: No, I've been different ever since I came to Smallville. I mean, six months ago, I would've never gone to someone like Lex and groveled for a job that I don't even want. I guess the worst part is I was too embarrassed to even tell you about it.

Lana: Since when have you ever been embarrassed around me?

Jason: Exactly. I don't like this person that I'm becoming, Lana, and I don't want to wait around for you to resent me as much as I resent myself, so...

Lana gazes at Jason as if studying him.

Lana: That's not why you're leaving. The one thing I learned from my relationship with Clark is when someone isn't being honest with me.

Jason makes eye contact with Lana, thinking about whether or not to answer. Then he lowers his eyes.

Lana: Jason, just tell me the truth.

Jason looks at her again and they share a long silent moment. Then Jason zips up his bag and picks it up walking around the bed toward Lana. He stops when he gets to her, looking at her for another few seconds, then kisses her on the cheek.

Jason: Be careful.

Lana grimaces sadly as she realizes that Jason isn't going to tell her anymore. She watches him as he leaves, shutting the door behind him.

Outside sh*t of Smallville High School. Day. Chloe is in the Torch office holding her cell phone to her ear, looking stressed. Clark comes in and she hangs up the phone.

Chloe: [Raving and pacing circles around the desk.] I can't get a statement from LuthorCorp. I mean, a huge chemical expl*si*n causes everybody to relive their worst nightmares? What is that?! And then there's no sign of a lawsuit. I mean, it's like this whole thing is just being completely forgotten about!

Clark looks at her strangely.

Chloe: What! What?! What?

Clark: [Putting down his bag.] I've seen you worked up before, but this is more than amped, even for you.

Chloe: [Calming down.] I guess it's just displaced anxiety.

Clark waits for her to continue.

Chloe: I found my mom, Clark.

Silence. Then Clark walks around the desk to Chloe.

Clark: Wow. That's... Chloe, that's great.

Chloe: Yeah, I mean I put my feelers out for years, and something, three months ago, finally came through, so... um, it turns out she's, um... not exactly MIA, so to speak. [She starts to cry.] She's in a mental institution.

Clark: I'm sorry.

Chloe: [She nods.] The real kicker is it's hereditary.

Clark: [Soothingly.] Listen, hey. [He puts his hands on her arms.] If there's one thing that I've learned it's that you're not destined to follow in your parents footsteps, all right?

Chloe nods wiping her eyes.

Chloe: Yeah, thanks. [She pulls away.] So, popular question of the day. What is Clark Kent's worst nightmare?

Clark: When I woke up. [He sits on the desk.] Everyone that I knew was gone. I was completely alone.

Chloe: I wish I could say that I'll always be there for you, but somehow I get the feeling that may not be a promise I can keep.

She goes to Clark and sits next to him on the desk.

Chloe: You were the only one who came out of it, Clark, and I don't think it's because you've been taking your vitamins.

Clark: Chloe ...

Chloe: Look, you know what? You don't have to tell me. I know that I gave you my word that I was going to stop all this prying but... In these last few months, I really got a taste of what it was like to keep my mom's secret, and I've never felt more alone.

Clark: [Nodding thoughtfully.] It's weird when people think they're so close to you but have no idea what you're really going through.

Chloe: Yeah. I'd hate to live my whole life like this. But after ‘fessing up, it's amazing how quickly that feeling of loneliness disappears. I mean, if you can't tell your best friend, who can you tell? Right, Clark?

Clark looks at Chloe for a long time, trying to decide what to do. Chloe returns his gaze steadily.

End
{"type": "series", "show": "Smallville", "episode": "04x10 - Scare"}