"Hi." "What?" "I just wanna remember this moment." "This should help." "We should go somewhere." "Why?" "I'm happy right here." "No, I mean, we should leave Smallville." "We should go see the world , Lana." "All the places you've ever dreamed of." "How about Paris?" "We'll have breakfast at the Eiffel Tower." "Yeah, right." "I'll fly you there myself." "Okay, you have a lot of powers, Clark, but last I heard, flying wasn't one of them." "You make me feel like I can fly." "I'd better go." "I have a meeting at the foundation." "I tell you what, I will make us a special dinner." "Our very own Paris." "What a beautiful day." "I almost forgot what the sun looked like." "The sun's got nothing on you." "Why don't you close those curtains, come back to bed?" "I guess I could spare a few extra minutes." "I love you, Clark Kent." "[ELEVATOR DOOR CLOSES]" "Mr. Luthor." "If you've come to complain about my son's recent acquisition of your newspaper" "This isn't about the paper." "It's about something a little more personal." "Paternity." "You know, I've dealt with nuisances like this before but from the editor of the Daily Planet?" "I'm already late for my meeting." "I admit, I'm not above embellishing a story, but I couldn't cook up something like this." "What if I told you the reason I'm here is because Lex Luthor missed his baby brother?" "Pretty amazing, huh?" "Using DNA from the cord blood of your deceased son Lex created a carbon copy." "Call me Julian, Dad." "Lex warned me not to see you." "He thinks I'm risking my life just standing here." "But I'm in control of my life now, and I plan to attack it head-on." "A courageous point of view." "If you've got a problem with me, let's settle it right now." "Problem?" "If you truly are my flesh and blood I'd like to get to know you, son." "Hey, beautiful." "What did you find?" "Another homeless man was murdered today." "The seventh in the last two weeks." "[BEEPING, DOORS OPEN]" "The police think it was a serial killer but I think we may have found the Kryptonian computer you mentioned." "PHANTOM:" "Brainiac." "The Brain interactive Construct." "Why do you think it's him?" "From the victims' coroner reports." "All of the bodies were found drained of their trace metals just like that technician from Lex's lab." "Why do you think this thing is killing random people ?" "It must be regenerating using the trace metals from the human bodies." "Clark, you have to stop it." "The problem is if it doesn't wanna be found it can literally disappear into the woodwork." "I might be able to help with that." "[KEYBOARD CLICKING]" "All of the bodies were found randomly scattered across the district so I triangulated the attacks to find a possible home base." "Suicide Slums." "I'm impressed." "Chloe's not the only one who knows her way around a computer now." "What would I do without you?" "[INDISTINCT CHATTER ]" "MAN:" "Oh, yeah." "[SQUEAKING]" "[SIGHS]" "You've fallen far from your ivory tower haven't you, professor?" "You're not Kal-El." "I'm the new and improved version." "Don't fool yourself , Phantom." "You're nothing more than a failed lab experiment dressed up in a Kryptonian's body." "Where is the Boy Scout?" "I'm not sure." "His Martian friend took me prisoner." "But I managed to escape." "When I got back, Kent was gone." "So I thought I'd step into his shoes." "You know what?" "They fit perfectly." "Aren't you concerned how Kal-El will react when he finds you in bed with his girlfriend?" "No." "If Kent was alive, he'd be back by now." "Trust me." "He's long gone." "Well lucky you." "There is one problem." "The yellow sun." "It turns my skin to stone." "It's only a matter of time before someone figures out that I'm not Kent." "I know how smart you are." "I thought you could help." "Try a good sunscreen." "Wide-brimmed hat, perhaps." "Kal-El nearly destroyed you." "Help me, or I promise I'll finish the job." "I'm in no condition to help you." "But there is someone." "A Kryptonian." "He came to Earth years ago and stayed." "His name is Dax-Ur." "One of Krypton's greatest scientists." "He'll know how to fix you." "How can I find him?" "When Kryptonians traveled through a portal they carried a beacon so they could be located." "A small , shield -shaped device synchronized to their individual genetic code." "Dax-Ur's fell into human hands." "Find it and you'll find him." "Are you, uh...?" "Are you telling me the truth?" "Lying to you would be like lying to a mollusk." "There's no point." "[LAUGHS]" "Oh, if this doesn't check out I'll shove you back into the test tube myself." "Looks like some people lost their jobs." "Casualties of the new commander in chief, Lex Luthor." "Out with the old , in with the new and easily controlled." "What's up?" "I need you to help me find someone." "A Kryptonian scientist." "Another Kryptonian?" "Jeez, Clark, I'm starting to think that Earth was your home planet's top tourist destination." "How'd you hear about this guy?" "Jor-El told me." "Look, Clark, usually, I'm right there to help , but right now my hands are so full." "And, uh, no offense, but Kryptonians aren't exactly low maintenance." "The only way I'll find this guy is to hunt the tracking device." "There's a rumor some people found it." "The Planet's archive might show a record." "Clark, look around." "Lex launched a torpedo through the hull of the Daily Planet and I'm just barely hanging on to the lifeboat." "Can't this wait?" "It will only take a second, Chloe." "As soon as I find out who has this shield..." "..." "I'll be out of your hair." "Shield ?" "Don't you already have one of those?" "The Kryptonian SOS from the time capsule , remember?" "Beauty pageant, gorgeous gold diggers?" "Yeah." "Clark why don't you go home and just take a breather and I'll call you later?" "Where is it, Chloe?" "I'm sorry." "I just really need to find it." "I was hoping you could jog my memory." "You never forget anything." "Your mind's like a titanium trap." "Look do you remember where I put the shield or not?" "I'm sorry, Clark." "I can't help you." "Dad." "Boundaries." "Lex, what is so damn important you had to pull me out of a crucial negotiation?" "Well , according to the LuthorCorp visitors' log Grant Gabriel came to see you yesterday." "[LAUGHS]" "He did, yes." "To discuss one of your latest projects." "Mr. Gabriel is at the center of it." "You've always shunned newspapers, Dad." "You used to tell me they're nothing but lies delivered daily." "I may have underestimated the power of the media." "And I was curious about your trusted lieutenant." "And what'd you think of him?" "Insightful." "Courageous." "Direct." "Your exact opposite, Lex." "Yeah, well , keep your distance." "I'll deal with Grant myself from now on." "You say that as if he belongs to you." "Now, Grant Gabriel is an adult." "You may be his employer but you can't claim him as if he were a piece of property." "You know, don't you?" "Do you believe you have the right to recycle your dead brother as if he were part of some sick vanity project?" "I only did what you never had the guts to do." "What you've done is depraved." "You disgust me." "You're telling me you wouldn't wanna see Julian again?" "To look into the eyes of the son you lost?" "It's you I've lost." "It's you I've lost." "Lana." "Chloe." "What are you doing here?" "I was actually looking for Clark." "He came by the Daily Planet and he was acting beyond weird." "Have you noticed anything different about him recently ?" "Yeah, I have." "He's finally opened up and let me in." "Chloe, he's more understanding than ever." "Lana, he insisted that I help him find a Kryptonian shield that he already has." "The Clark I know would never forget something like that." "Well , maybe you don't know him as well as you think." "After everything he's been through, I think he's just taking some time to focus on his own happiness." "His priorities are different." "His priorities may be different but his personality is in a whole other universe." "Lana, I've been a part of Clark's inner circle for a while now." "I know when he's not himself." "Chloe, maybe it's time for you to let go of him a little." "I'm not hanging on." "There's something wrong with him." "[DOOR OPENS]" "Hey." "Chloe, you seem a little tense." "Did you tell her about the move?" "What move?" "I wasn't gonna say anything until it was official but after Lana and I tie up a few loose ends we're leaving Smallville." "Together." "Wow." "I don't know what to say." "Actually, I think I should just go." "Is she okay?" "She thinks that there's something wrong with you." "You went to see her and you completely forgot about this Kryptonian shield that you have." "I didn't forget anything." "I just can't find it anywhere." "I think Kara might have taken it." "Well , if it's Kryptonian, do you think that she brought it up to the Fortress?" "Right." "The Fortress." "Jor-El ?" "I'm searching for something." "I think Kara may have brought it here." "JOR-EL :" "Leave here at once, Phantom." "And what if I don't?" "You're just a voice, Jor-El." "An echo from the past." "What are you gonna do?" "Lecture me to death?" "You are not welcome here." "Don't worry, Jor-El." "I'll find it sooner or later." "The lost Phantom has returned, Kal-El." "You must defeat him." "Lana?" "Lana?" "Lana?" "LANA:" "Clark, what is it?" "I'm right here." "Thank God you're okay." "Of course I'm okay." "You've only been gone an hour." "Lana, I've been gone for weeks." "Clark, I know that time's different in the Fortress, but check the clock." "You just saw me before you went up there to find the shield." "No, Lana." "That wasn't me." "It was the Phantom." "Lana, he looks exactly like me." "Jor-El trapped me in the Fortress." "He released me to stop the Phantom." "No, I'm sure it was you." "Clark, it had to be." "Chloe said that you've been having troubles with your memory." "Just think, Clark." "Remember in bed when you said you were going to fly me to Paris." "We were going to leave Smallville together." "It wasn't me, Lana." "Oh, God." "I'm sorry." "This is all my fault." "I need to get you out of here." "There's not much time." "He could be back any second." "[INDISTINCT CHATTER ]" "[WHOOSHING]" "Change of plan." "We have a problem." "Having trouble finding your scientist?" "The Boy Scout's back." "The prodigal son of Krypton has returned." "I need to kill him." "When I get near Green Kryptonite, I drain him of his power." "That's not a problem." "I'll do it." "Look at yourself." "You can barely catch a rat." "[SIGHS]" "I am the Brain interactive Construct." "No matter my form, my intellect remains formidable." "Do not underestimate me." "You should continue your search for Dax-Ur." "Not before I get Lana away from Clark." "[SNICKERS]" "Fall prey to the same human emotion as your counterpart you open yourself up to the same weakness." "Perhaps you two aren't so different after all." "He's nothing like me." "Oh, then strategy dictates that we divide and conquer." "Once I divert Kal-El , you can fetch the young object of your affection." "The Phantom's back." "He's been living with Lana while I've been trapped in the Fortress." "Oh, my God." "Is she all right?" "She's a little shaken up." "I took her to Oliver Queen's apartment." "I need to get rid of this thing for good." "I don't know how to defeat it." "You're Jor-El's emissary." "Do you have any ideas?" "The only way to destroy the Phantom is to expose it to Blue Kryptonite." "I don't understand." "Everything affects us in opposite ways." "If Blue Kryptonite takes my abilities, won't it make him stronger?" "Yes, but his power will increase exponentially." "His body won't be able to contain it." "It's like a light bulb being powered by a nuclear reactor." "Jor-El's ring was made of Blue Kryptonite, but it was destroyed." "How am I supposed to find more?" "Clark I believe there is another Kryptonian living here on Earth." "Dax-Ur." "He is a scientist who came to study the effect of the yellow sun on Kryptonian minerals." "If you can find him he will have what you need." "Why didn't you tell me about him before?" "He disappeared." "He made a journey here over a century ago and then he vanished." "The shield." "It's a Kryptonian SOS." "I found it in the time capsule that was buried over a hundred years ago." "It may belong to this scientist." "You may have found his beacon." "If you activate it it should lead you directly to him." "I don't know how to work it." "Sound recognition." "Put it in your hand." "Speak his name." "I believe that the device will do the rest." "Chloe, thank God you're okay." "Okay?" "I just found out you and Lana are leaving Smallville." "I am nowhere near okay." "Chloe, that wasn't me." "That was the Phantom." "I've been trapped in the Fortress." "That would definitely explain the bizarre behavior." "How do I know you're the real Clark?" "Chloe, it's me." "I know how to destroy the Phantom." "I need the shield in order to do it." "But I can't find it anywhere." "That was what the other Clark was looking for." "Chloe look me in the eye." "Nice try." "From what I've heard, everything about the two of you is exactly the same right down to your baby blues." "If I was the Phantom, direct sunlight would make my face change." "It's me." "Oh, my God." "Thank God it's you." "Your domineering double had me seriously worried." "I need to destroy him, but I can't do it without that shield." "I think I can help." "I didn't know what would happen if you found this so I went to the farm and I kind of borrowed it." "You saved me again, Chloe." "Please be careful, Clark." "Kryptonians don't roll out the welcome mat and if this guy ditched his SOS, he may not wanna be found." "I don't have a choice." "Stay back." "Dax-Ur." "[SIGHS]" "Good luck." "[SAW BUZZING]" "Excuse me." "Can I help you?" "I'm looking for someone." "Well if they live all the way out here, I probably know them." "Dax-Ur?" "Dax-Ur?" "No." "No, uh, nobody from around here by that name." "Actually, he's not from around here." "He's from Krypton." "So am I." "I'm Kal-El." "The House of El." "You always were survivors." "DAX-UR:" "So tell me, how did you leave Krypton?" "I thought the portals were destroyed." "My father, he built a ship." "I was found by a family in Kansas." "Daddy!" "Max!" "How you doing, buddy?" "Hey." "What's for lunch today?" "Sandwiches." "DAX-UR:" "Sandwiches?" "I'll be with you in a minute, Grace." "GRACE:" "I didn't know you had customers, so we'll wait out back." "Okay." "Come on." "You have a family." "You live like a human." "I understand the only way to do that is with Blue Kryptonite." "DAX-UR:" "I didn't put it on overnight." "When I first arrived, I wanted to be alone." "CLARK:" "Why?" "Sometimes a scientist can get caught up in theories." "My work led to the creation of the Brain interactive Construct." "I realized much too late that my technology could lead to the destruction of worlds." "So you came to Earth." "To clear my conscience." "I planned to study the yellow sun's effect on Kryptonian minerals but discovered it was the sun's effect on me that really mattered." "I could save the human race." "You gave up your abilities for Grace." "It must have been a difficult decision." "I knew in the span of a heartbeat." "The Blue Kryptonite, do you have any more?" "What's her name?" "It's okay." "[SIGHS]" "It's not every day a fellow Kryptonian asks me for help." "[KEYS BEEPING]" "Lana?" "I was just calling you." "Did Lionel know anything?" "Well , we have a problem." "The Phantom found Brainiac and now they're working together." "I can't take them both down on my own." "It's all my fault." "I led them right to it." "None of this is your fault , Lana." "Lana, we should get you out of here as soon as possible." "They could be anywhere." "Let me just go get my bag." "Come on, Lana." "We gotta go now." "LANA:" "I'll be right there." "[BEEPING]" "[PHONE BEEPING]" "[WHOOSHING]" "I guess my secret's out." "Lana, please." "Stay away from me." "I would never hurt you." "Lana..." "I'm the same person you've been with all this time." "You're a monster." "You told me that you're happier than you've ever been." "I made you feel that way, Lana, not Clark." "You pretended to be him so you could " "No." "When I first came to Smallville, the only thing that mattered was my own survival." "But that all changed when I met you." "[WHOOSHING]" "PHANTOM:" "Lana, what are you doing?" "Will this destroy him?" "CLARK:" "Yeah." "But take it and go, Lana." "Around Blue Kryptonite, I lose my abilities." "I won't be able to protect you." "I'll do it myself." "Lana, no." "Stay back." "You spent the last month telling me you felt like we were meant to be together." "Don't listen to him, Lana." "PHANTOM:" "I know what's in his mind." "He doesn't love you." "That's a lie." "You're lying, Clark." "To yourself." "You're so worried about doing the right thing, you don't even see it." "You know he won't commit his life to you like I will." "You know that." "He's right, Clark." "What?" "I've never been more in love than I have the past month." "Only it wasn't with you." "It was with him." "Nothing will ever come between us again." "[SCREAMING]" "I love you." "It's okay, Lana." "He's gone." "MIL TON FINE:" "Good evening, Dax-Ur." "Who are you?" "You should know." "You created me." "It took two super-powered beings to find you." "If they weren't busy destroying one another they might have figured out I was using them." "Don't lose your bracelet." "Why are you here?" "I'm damaged." "And you're the only one who knows how to repair me." "You're on your own." "All I need is the information in your mind." "I'll never tell you." "Oh, you don't have to talk." "[DAX-UR GROANING]" "You're so busy, you can't return my calls?" "I barely have time to do my job." "I don't know how you expect me to run a world -class paper with such a limited staff." "I don't." "You're fired." "Excuse me?" "I told you not to go near my father." "He's dangerous." "Lionel would have found out about me sooner or later and I wasn't gonna hide forever." "I trusted you." "You shouldn't have told him." "Why not?" "He's made a reservation for us tonight at the best steak house in Metropolis." "It seems Dad wants to get to know me better." "You know, for a newspaperman, you are shockingly naive." "Do you think you can build a relationship with that man?" "Don't be stupid." "What's wrong, Lex?" "You afraid I'll become the favored son?" "I'll accomplish something you couldn't?" "I'm afraid he could have you killed." "Look, you need to leave Metropolis for your own safety." "I set you up with a spot on the desk of the London Times." "Don't do me any favors." "You never help anyone, big brother." "Lex only looks out for Lex." "Don't walk away from me." "Haven't you gotten used to it?" "People leaving you?" "How many times have you been married now, anyway?" "You son of a bitch." "If it wasn't for me, you'd still be a smudge in a petri dish." "Yeah, you're some genius." "You're so lonely and pathetic, you had to build yourself a brother." "I gave you everything." "You turn your back on me, you throw it all away." "I'm not throwing anything away." "Go ahead, kick me out of my office." "It gives me more time to enjoy the full benefits of being a Luthor." "Last I heard, I was practically made for this family." "There's nothing like a good New York sirloin." "Dry-aged for 35 days and enjoyed over two glorious hours." "Thanks, Lionel." "Yeah." "Well , after a good dinner one can, uh, forgive anybody, even one's own relations." "That's not me." "That's Oscar Wilde." "Oh, I bet Oscar Wilda's brother didn't cook him up in a lab." "Grant?" "I don't care how you came into this world." "You are a Luthor." "You're my son." "[LIONEL CHUCKLES]" "Give me your money now." "All right, we don't want any trouble." "Now!" "Okay, okay." "Just please take it and get out of here." "[GRANT YELLS, GASPS]" "Julian?" "Julian." "[THUNDER CRACKING]" "[SCREAMING]" "[ENGLISH SDH]"