Original Air Date on January 15th, 2009

This still needs final proofreading

Previously on "Smallville"

Clark: Chloe, I can't tell you how happy I am the two of you found each other. 

Your wedding day's gonna be perfect. I'm gonna make sure of it. 

Davis: I've always felt like there was this darkness inside me. 

Run! 

Clark: Oliver. What's wrong? 

Oliver: Lex is alive. 

Jimmy! I've forgotten almost everyone. I'm being taken over by Brainiac. 

Davis: There is some sort of connection between us, and I know that you feel it, too. 

Jimmy: Since you don't have a plus-one tonight, I'd like you to meet one of my friends. Name's Clark Kent. Trust me ... Lois and Clark would be great together. 

Woman: No way! I can't believe it!

Lana, you're back! 

Clark: Does that mean you're happy you left? 

It was the hardest decision I have ever had to make. 

Ugh! 

Lois: If we want to fight for the greater good, maybe we all have to be a little more like Clark. 

Clark: Chloe deserves a life free from the burden of my secret. When you restore her memory, I don't want her to remember my abilities. 

Man: Doomsday is coming. 

Lana: It's too late. That thing took Chloe. 

Lois: Jimmy's in bad shape. I'm gonna go with him to Star City. Why do these terrible things keep happening all around us? 

Ugh!

[ Crickets chirping ]

[ Footsteps ]

Clark: Lana!

Lana: I don't know what more I can do. I checked three time zones. No sign of Chloe or the creature that took her. That thing that did this ... what was it?

Clark: Jor-El warned me about an ultimate destroyer ... from krypton. It should have gone after me, not Chloe. This was supposed to be the happiest day of her life. You should get some rest.

Lana: No, I'm ... I'm gonna go to the !sis Foundation. Chloe has files on just about everything strange and unexplained.

Clark: Let me do it, Lana.

Lana: Clark, I can help. I know I've only been gone seven months, but I'm a different person now. Chloe needs us. She needs both of us. I'll call you as soon as I find anything.

[ Rumbling ]

Clark: Hey, who are you? What are you doing here?

[ Gasps ]

[ Groaning ]

I'll take that.

[ Woman speaking indistinctly ]

Let's see if he's ticklish. Have a nice trip home, you hack.

[ Breathing heavily ]

Clark: What's going on? Who are you?

Kal-El, it is an absolute honor and a privilege.

Clark: How do you know that name?

We are the Legion. We've come from the 31st century.

Garth: Hey, Kal, where's your cape?

Clark: Cape?

[ Groans ] That ax could split an atom.

Imra: You'll heal, but not as fast as you'd expect.

He's gonna be fine, Imra. We need to go. We shouldn't be attracting attention.

Clark: It's a little too late for that, isn't it? You said you're from the 31st century. Why should I believe you?

Garth: 'Cause we know everything about you. You may be known as Clark Kent now, but one day you'll be known as Sup ...

Rokk: Garth! It doesn't matter if you believe us or not. The less you know, the better. There's one thing we can tell you. We're your friends. We're also leaving ... now.

Rokk: Garth!

Garth: No way! I saw this in the Levitz Museum behind visoglass.

Rokk: Put that back.

Garth: Get the magnet out of your ass, Rokk. I mean, this is ... this is unreal.

You know the code ... don't touch anything.

Clark: Why are you here?

We're here to save you. And now that you're okay, we're heading straight back.

Clark: Not before you tell me who that ax-wielding psycho was.

It's against Legion code.

Clark: I don't care about your code!

Clark: And I don't care about your Legion! That's the second att*ck I've had in this barn tonight. My best friend is missing, and I need to find her. You know anything, tell me. The guy with the ax ...

[ Sighs ] He goes by the name "Persuader." He's part of the human supremacist movement. A group of xenophobes who'd rather die than live in peace with aliens. And they all ... pretty much hate you. They stole one of our Legion rings, and they broke into the time institute to come after you.

Clark: What does a 31st-century t*rror1st want with me?

Kal-El, your ... your influence will reach far beyond earth. It's because of you that the world learns to welcome alien immigrants with open arms.

Clark: What do you know about aliens?

Garth: Kal, I may have the smoldering good looks of a human, but I'm actually from a hunk of mud called Winath. Rokk and Imra are from different planets, too.

Imra: [ Telepathically ] We've come together, across the universe, to form the Legion ... to help others, as you do.

Without you, none of that would have happened. And now it's time for us to say goodbye.

Rokk: We're not going anywhere. This was the phantom zone crystal. I know my history. This was supposed to be used to extract Brainiac from whoever he possessed. The Persuader didn't come to k*ll Kal-El. He came to make sure Brainiac survives.

Clark: Brainiac's gone. He's been destroyed.

No, he hasn't, Kal ... not yet.

[ Exhales heavily]

Davis: [ Grunts ] Chloe? Oh, my God. Are you okay?

Chloe/Brainiac: I'm just about perfect.

Davis: [ Gasps ]

Chloe/Brainiac: [ Breathing heavily ] You appear undamaged.

Davis: Chloe, what happened to you?

Chloe/Brainiac: Chloe Sullivan ceased to exist the minute she entered this fortress. I'm a brain interactive construct.

Davis: [ Breathing heavy ] Look at me. It's me. It's Davis.

Chloe/Brainiac: You're not Davis Bloome. You're not even human. Don't tell me the thought never crossed your mind. You were hatched by Kryptonian geneticists. Your DNA was designed to adapt to any world you inhabit. Now you no longer need your camouflage abilities. Those painful transformations you've been experiencing ... they're the beginning of your metamorphosis.

Davis: This is insane.

Chloe/Brainiac: No. It's ... sad, from a human perspective ... your naive romantic attraction to the human I chose to inhabit.

Davis: Chloe, if you're in there anywhere, you know that the feelings that I have for you are real.

Chloe/Brainiac: Feelings? [ Scoffs ] That was just a program I was running to get you to me. Your journey's just beginning. Now it's time for you to incubate in your Kryptonian chrysalis. Once you emerge, there will be no more pain, no doubt. Only absolute rage and unparalleled power.

Davis: Stay the hell away.

[ Air whooshes ]

Chloe/Brainiac: But you play a vital part in my directive. Once I get everything I need, you will eradicate the other Kryptonian and then the rest of the planet.

Davis: I am not going to hurt anyone.

Chloe/Brainiac: You have no free will. 12 days in the chrysalis, and you're destined to become what you really are. Doomsday.

Clark: I think your timeline's a little off. Brainiac did infect someone, but it's already over. He's been defeated.

I'll admit a lot of history might be inaccurate, but today's date ... it's been known for over 1,000 years.

Garth: Kal, I flunked history, and even I know that today's the day you destroyed Brainiac. It's no coincidence The Persuader showed up right when he did.

Imra: This girl you're thinking about ... the one that was brutally taken away ... why do you think she has something to do with Brainiac?

Clark: I don't know.

Imra: You think she's the host.

Clark: If Brainiac is still out there, then I'll find him, and I'll stop him. The three of you can go home to the future. Let me handle this.

If Brainiac isn't stopped today, we won't have a future to go home to.

Kal, the problem is, you supposed to defeat Brainiac using this shield. Now that it's been smashed ... the crystal can't be the only way to stop him.

Clark: It's the only way to destroy him without k*lling the human host in the process.

Kal, I'm sorry, but if you know who the host is, you need to take their life. There's no other choice.

Imra: Who's Chloe Sullivan?

[ whooshes ]

Why did you leave?

Clark: I need to do this my own way ... alone. No one's k*lling anybody.

Garth: What's with the ground transpo? We should be having this conversation up in the sky.

Clark: I can't fly.

Garth: [ Laughing ] You can't fly? Rokk, what's up with that?

Rokk: He obviously hasn't learned yet, Garth.

Where were you running to, Kal?

Clark: North, to see Jor-El.

Of course ... the fortress.

Clark: I think he can help.

You're positive Chloe Sullivan is Brainiac's host?

Clark: No, but she was att*cked last year by Brainiac. Her I.Q. skyrocketed. Her memories were being erased. But it stopped. She was cured.

Kal-El, I have to tell you ... we've heard of Lois lane ... Lana Lang ... even Jimmy Olsen ... but we've never heard a thing about any Chloe Sullivan.

Clark: Then you don't know me as well as you think.

Her name was probably just lost in the annals of history.

What she's trying to say is that Chloe Sullivan probably isn't in the history books because ... she didn't survive.

Clark: Chloe Sullivan doesn't die. You hear me?

Kal.

[ Air whooshes ]

Rokk: Lightning lad. You might want to take your A.C. foot out of your D.C. mouth before you short yourself out.

Garth: Grife, Rokk. I thought Kal-El was known for doing whatever it took to save the world. Are you sure we got the right guy?

Rokk: It's him.

Garth: I don't know ... no glasses, no tights, no flights? So far, he's nothing like the man of steel.

Imra: I'm sorry, Lana. I didn't mean to scare you. But I desperately need your help.

Lana: How do you know who I am?

Imra: I'm from the future.

Lana: Look ... I understand that this feels real for you. But we can get you some help.

Imra: You're looking for Chloe Sullivan. You're worried about her.

Lana: What do you know about Chloe?

Imra: That she's changed. She's been taken over by Brainiac.

Lana: We'll find Chloe, and we'll figure out a way to stop him.

Imra: The only way to stop Brainiac now is to k*ll his host. I need you to convince Clark to do that. That's why I came to you. He won't listen to us.

Lana: I'd never ask Clark to k*ll anyone. Do you understand?

Imra: Ever since I was little, I've read stories about you ... about the hardships you've overcome and the incredible things you'll go on to do. You're part of the reason Kal-El becomes the hero we look up to. Lana ... if Brainiac survives ... billions will die. I came to you because you understand sacrifice more than anyone. You've sacrificed so much for Clark.

Lana: Sacrificing my friend's life isn't an option.

Imra: You still haven't told him the reasons why you disappeared and what you plan on doing next.

Lana: You're reading my thoughts.

Imra: If I know you ... you'll eventually realize that taking Chloe's life is the only way to stop Brainiac.

Garth: Cos, we should be trying to catch up to Kal-El right now.

Right now, I want to find out more about this Chloe Sullivan so we can track her down.

Whoa. She has a lot of information about superhumans. Something called the !sis Foundation.

The !sis Foundation?

Yeah. Lana Lang founded that organization to help people embrace their powers.

If Chloe Sullivan was involved with them, maybe she was helping Kal-El to embrace his abilities.

Or maybe Kal-El wanted Chloe to go under a different name when he started flying ... you know, to protect her. Maybe Chloe's death is what inspired him to take flight in the first place.

Clark: [ Echoing ] Jor-El!

Chloe/Brainiac: Your father is gone. And all the knowledge this fortress ever held finally belongs to me.

Clark: Leave Chloe alone. You have what you want.

Chloe/Brainiac: My hunger's never satisfied. Knowledge is what fuels me. And as savage as human beings are, their collective knowledge is exceptionally rich.

Clark: Nothing about you is human. And never will be.

Chloe/Brainiac: After I've drained this planet of all the human information, Doomsday will annihilate what's left.

Clark: Doomsday.

Chloe/Brainiac: It's a simple plan, actually. Absorb and destroy.

Clark: You brought that thing here.

Chloe/Brainiac: Go on. k*ll me. I knew you'd never harm me in this human's skin. Why do you think I chose her?

[ Air whooshes ]

[ Air whooshes ]

[ Shivering ]

[ Coughs ] Great. The air here's worse than the sulfur pit on Tharr.

And they won't be replacing carbon fuels for another 20 years. These people ... we need to protect them. Without the humans and their incredible spirit, Kal-El would have never become the hero he was. The world we know would never exist.

Rokk, think about it ... everything we know about Kal-El ... it's all through data files and holovids. It's so far in the past. Maybe the person we've always been looking up to is more legend than Legion.

Look, he might not be everything we thought he would be, but he is no fraud.

Rokk, we have to stop Brainiac ... with or without Kal-El. We're gonna have to k*ll Chloe Sullivan ourselves.

Clark: Lana. That creature's the least of our worries. Brainiac is behind everything.

Lana: I know. And now he's taken over Chloe. I had a visitor. She seemed to know a lot about all of us.

Clark: Imra?

Lana: I'm searching the global power grid for power surges anywhere in the world. Hopefully, that will lead us to Brainiac. Clark ... that girl said the only way to stop Brainiac is to k*ll his host. What if she's right?

Clark: Lana, I have always put my loved ones before everything. But this time, I'm putting Chloe's well-being before the lives of billions of people.

Lana: I may have been gone awhile, but the Clark I know would never doubt himself. Lana ... he would never waver. He would insist that he could save Chloe's life and the rest of the world.

Ugh!

[ Air whooshes ]

[ Electricity crackling ]

[ Modem beeping, static ]

Hey, Matt, what's going on?

Are you okay?

[ Beeping ]

Lana: A power surge. It's showing a voltage spike somewhere in downtown Metropolis.

Clark: Can you pinpoint the address?

Lana: Looks like it's coming from the Daily Planet.

Clark: Makes sense ... it is the hub of information.

[ Telephone rings [ Modem beeping, static ]

Clark: Lana. Lana, can you hear me?

[ Imra speaking indistinctly ]

[ Groans ]

Chloe/Brainiac: Nice try, telepath.

[ Beeping, static continue ]

Imra: Your sadism's historic where I come from. But so is your defeat.

Chloe/Brainiac: History's about to get a rewrite.

Nice sync-up. For once. Electromagnetism. That pulse can crash any computer. Now we need to pull the plug.

You okay, Im?

Imra: I'm fine, aside from a splitting headache. I'm picking up low-level brain activity. We don't have much time.

[ Beeping, static continue ]

Neither does the rest of the world.

What's Brainiac doing?

Using human brain-wave entrainment. He's downloading every last byte of their knowledge, one mind at a time.

[ Modem beep static ]

I'll do it.

Garth: No. When I joined the Legion, I pledged an oath to do whatever it took. And I'm gonna honor that ... for once.

Rokk: It's okay, Garth. Give me the Kn*fe.

[ Beeping, static continue ]

Clark: What are you doing?

We powered him down with an electromagnetic pulse, but he will be back online within minutes.

Clark: So we need to ...

Don't touch her. Kal, whoever your friend was, she's not there anymore.

[ Beeping, static continue ]

Clark: Did you power them down, too?

No, Brainiac can take credit for that.

Kal-El, we need to shut Brainiac down, and for that, the host has to die.

Clark: Does your Legion have any principles? You speak of a code, but if it had anything to do with me, rule number one would be do not k*ll ... ever!

Kal-El ...

Clark: If you ever believed in me ... and even if you don't now ... help me. There's a human being inside there. We need to help her. And together, I think we can.

Imra: Rokk ... Kal's right. Chloe's there. I can hear her.

[ Beeping, static continue ]

[ Exhales ]

[ Thunder rumbling ]

What are we doing here? We're running out of time.

Listen, if Brainiac reboots, I don't want him near any computer networks.

What do you want us to do?

Clark: Work together ... all of us. I want to try to connect with Chloe. Imra, can you do that?

Imra: I'll try.

Clark: Between the two of you, I think we can neutralize Brainiac.

An electromagnetic blast only lasts so long. But he's a computer. Whatever microscopic part she's made out of, they're probably metal, right?

Rokk: I've never focused my powers like this before, but I can try to magnetically extract the nanites.

Garth: I could short-circuit him with a static att*ck.

Get ready for a techno-exorcism.

Imra: I've got her. Kal? She's asking for you.

Clark: Chloe? Chloe, I'm here. Chloe, we're gonna try to get rid of Brainiac, okay? Just hang on.

Brainiac's fighting. He's coming back online.

Rokk, now!

[ Electricity crackling ]

Clark: Come on, Chloe. Hang in there.

[ Crackling continues ]

[ Rumbling ]

[ Modem beeping, static ]

[ Silence ]

Clark: [ Sighs ] Chloe? Imra, can you hear anything?

Imra: I'm getting something.

Clark: Chloe. Chloe. Hey. Are you okay?

Chloe: [ Exhales heavily ] I'm fine. I definitely feel a whole lot dumber.

[ Chuckles ]

[ Exhales heavily ]

Clark: It's nice to see the kinder, gentler Chloe.

Chloe: [ Chuckles ] Nothing like having a big baddy cleansed from your system to put a spring back in your step. But I'll feel even better once I get to Star City to see my husband. I'm gonna relieve Lois of her nurse's duties.

Clark: It was nice of Lois to take care of Jimmy. Though, I think he'd rather have his temperature taken by you.

Chloe: Yeah. I'm just glad he's okay.

Clark: From what I hear, he was lucky to make it past that creature alive.

Chloe: Whoever that destroyer was, I haven't seen a sign of him since. He was definitely linked to Brainiac, though.

Clark: Well, hopefully, he was powered down along with Brainiac. So, how's your memory?

Chloe: It's fine. Up until "Here Comes the Bride." Then it's all a bit of a blur.

Clark: You don't remember anything unusual about me?

Chloe: Are we talking about your secret? Clark, what in the world would make me forget that?

Clark: Chloe, you've been through a lot lately.

Chloe: It would take a lot more than Brainiac to wipe that from my memory. Thanks for not giving up on me.

Clark: I'd never give up on you, Chloe. You know that.

Chloe: I just hope that if it turned out that there was no other choice, you would choose to do the right thing.

Clark: What choice would that be?

Chloe: To do what's best for the world ... and not for me. Know that I'd understand.

Clark: Well, as long as I'm around, that's never gonna happen.

Lana: [ Chuckles ] Oh, hi. Um ... I was looking for Clark.

Imra: The boys are out fixing the barn.

Lana: Thanks. Imra, I understand that you were only doing what you thought was best.

Imra: We were willing to take the easy way out. But Kal-El ... he never gave up. You know, it's ... it's true what history says about him. He really does bring out the best in people. You're very lucky.

Lana: I probably shouldn't be asking this, but ...

Imra: You're curious about you and Clark.

Lana: I couldn't help but wonder about us, about where we go from here.

Imra: Well, that's for you two to discover yourselves. But I will tell you this, Lana ... you're remembered for a lot more than just your relationship with Kal-El. You have a destiny all your own. But don't worry. Your secret's safe with me.

Garth: Holy sprock! I've read about this.

Rokk: [ Laughs ] You don't read. I told you about that. It's one of the artifacts they could never find ... the first baseball you ever h*t. It went clear across Smallville.

Clark: You're right. My dad spent hours walking the fields. He finally found it on the other side of town.

Garth: Hey, do you think I could keep this? Like, as a souvenir?

Clark: Sure.

Garth: Could you sign it?

Rokk: Garth, you're acting like a sub.

Garth: What? It's for my sister.

Mm-hmm.

Garth: Thanks.

Imra: Hey, guys. Looks brand-new.

I guess it's time to go home.

Clark: You sure you want to take that with you?

I'm sure we'll be able to reprogram what's left of Brainiac into something useful.

Let's hope Brainiac 5 is a little more friendly.

Rokk: I'm sorry I doubted you, Kal. You did stop Brainiac, and without taking a life.

Clark: There's always a way, Rokk. If it ever seems like there isn't, just remember what we accomplished here today.

Rokk: Preserve life at all costs. That will be the number-one rule in Legion code from now on. It truly was an honor. And if you ever want to meet the rest of the Legion, just put this ring on. I've reprogrammed it for time travel only. No flights. Not yet.

So, looks like you're gonna have to learn to fly without training wheels.

Just focus on 3009.We'll be there to greet you.

Clark: Thanks. But I think I'll stick closer to my time zone for a while.

We do hope we see you again.

Kal ... be careful in the days ahead.

Long live the Legion.

[ Rumbling ]

Lana: I didn't think you were much for jewelry.

Clark: I'm not. It's a going-away gift.

It's strange to meet people who know exactly where you're going, exactly when you're gonna get there.

Well, they don't know everything. I mean, if they did, Chloe wouldn't be alive right now. And, unfortunately, they didn't have what I had ... human parents who taught me more than just how to use my abilities.

Lana: They have a different role model.

Clark: With everything I've learned, everything I've been through, apparently, I'm just getting started. According to the Legion, I will accomplish things so legendary, I'll be known throughout the galaxy.

Lana: And you're not sure that you'll be able to live up to that. Clark ... there is no doubt in my mind that you will. Just do it on your schedule ... not theirs.

Clark: Well, did they happen to mention anything about your place in history?

Lana: A little. But the way I see it, it doesn't really matter. Our destiny is not written in some book in the future. We write it ourselves ... every day. And the question is ... what do we write next?

[ Loud thud ]

[ Snarling ]
{"type": "series", "show": "Smallville", "episode": "08x11 - Legion"}