"Thank you for the lift." "With any luck, my car will be out of the garage tomorrow." "Oh, bummer." "I love being your chauffeur." "We can chat, and I get to spend quality time with my new best friend." "I'm proud of you, Lois." "Living in your own apartment, buying a brand-new car." " You've really grown up." " Oh, let's not get carried away." "The car's my safety net." "When I lose my job and apartment, I'll need somewhere to sleep." " Thanks again." " See you." "Bye." "Bye." "Shelby?" "Mom?" "Mom." "Mom." "Mom, wake up." " Are you okay?" "Mom?" " L..." "I must have fainted." "I haven't eaten anything today." "That sound, flash of light, what was that?" "What are you talking about?" "According to the Weather Bureau, at 10:35 last night other than a little rain, there was nothing over Smallville." " That doesn't rule out heat lightning." " Nothing was reported." "Clark, most people are interested in the forecast, not the past-cast." " What's going on?" " Last night I heard a sound." "It sounded like thunder." "Then I saw a bright light." "Outside, I found my mom unconscious in the field." " Oh, my God." " I thought she was struck by lightning." " Is she all right?" " Fine, like nothing happened." " That's the weird part." " Maybe she passed out." " Has she seen a doctor?" " This morning." " They couldn't find anything wrong." " Then why are you so worried?" "I wanna know where that sound and that light came from." "Maybe someone was setting off fireworks in the field next to you." "Maybe your super hearing picked up a car backfiring two counties away." "What does it matter?" "Your mom's fine." "You don't have anything to worry about." "All right, why do I feel like I'm getting the abridged version of this story?" "I think Jor-El might have something to do with this." "Your biological father?" "When I died and he brought me back, he made a deal." "He's come back to collect." "Don't take this the wrong way, but after 800 pictures you don't get any prettier." "That's enough." "Thanks, guys." "How about a latte?" "Don't you find this just a tad sleazy holding a campaign photo shoot where Martha Kent works?" "You might as well, I don't know, go out to their farm and milk their cows." "In case you don't know where your paycheck comes from, I own the Talon." "What don't you own?" "I guess now you wanna own the government." "Why are you so angry, Lois?" "What have I ever done to you?" "You just remind me of the pseudo-politicians I grew up around." "You know, men who bought their way into office." "But do you really think you can beat Jonathan Kent?" "There must be enough dirt on you to create a landmass the size of Texas." "Please, grab a shovel and start digging." "I have nothing to hide." "Let me give you a little friendly advice:" "Bow out of the race before a pesky little squirrel digs up one of your rotten acorns." "Well, thanks, Lois." "You know, there's nothing more valuable than the savvy political advice of a muffin-peddling college dropout." "Speaking of, do you have banana blueberry today?" "Well, many humans believe that Earth was created in seven days." "Surprised it took you that long to trust me." "I wanna know more about Jor-EI." "What son doesn't wanna learn more about his absentee father?" "But like all great figures in history he can only be understood in the proper context." " We must start at the beginning, Kal-EI." " I don't have time." "I'm worried." "He's done something to my mother." "Is your concern based on the bargain Jor-El made with you?" " How do you know about that?" " I know more than you imagine." "I've been keeping an eye on you for months." "Does your mother have any markings on her skin?" "No." "Why?" "Does that have something to do with Jor-EI?" "All in due time." "He's my father." "I have the right to know about him." " I agree." "When you're ready." " I'm ready now!" "Impatience is such a pathetic human trait." "I suppose it's to be expected from someone raised by such a primitive race." "I happen to care a great deal about this primitive race." "A lot more than I do about Krypton." "Waiting." "Patiently." "A Kryptonian is teaching history at Central Kansas University?" "I didn't believe it either until I saw him use his powers." "He can do everything I can." "You've seen meteor-infected people do all kinds of things." "It doesn't mean he's Kryptonian." "He calls me Kal-EI." "And he knows about Krypton." "Clark, I want you to steer clear of this fellow." " Clark." " I didn't have a choice." "What do you mean?" "You always have a choice, son." " I wanted to learn more about Jor-EI." " I'll tell you what you need to know." "Every Kryptonian has been hell-bent on death and destruction." "You can't judge an entire people by the acts of a few." "Clark is Kryptonian." "Kryptonian raised by human beings with strong values." "Clark, we don't have any idea who this professor really is." "He's done nothing but help so far." "He told me the truth about Lex." "He saved Lana." " He took the Silver Kryptonite out of me." " But why, Clark?" "We have no idea what his motives really are." " I'Il..." " I'll get it, sweetheart." "Mom!" "I can't feel my hand." "Oh, God." "My shoulder's burning." "Dad, what did the doctor say?" "They don't know what it is." "They gave us some antibiotics and said I should call if anything got worse." "Come on." "They're just gonna let her come home?" "Clark, the doctor said her vital signs are perfectly normal." "Normal?" "I found her unconscious in the driveway." "That's anything but normal." "Is there something you're not telling me, son?" "I'm just worried about Mom." "Me too." "But don't worry, she's gonna be fine." "Come on." "Miss Sullivan." "Mr. Luthor." "What are you doing here?" "You have made it to the major leagues." " Congratulations." " Thank you." "Very, very nice." "You've done quite well for yourself." "I am certain that sooner than later you're gonna be working upstairs under the Tiffany lamps." "A big story certainly would accelerate the process." "Not that obituaries and wedding announcements don't inspire scintillating journalism." "If you're trying to feed me some sort of self-promoting fluff piece I'm not interested." "You can put a tuxedo on the fiddler but he's still gonna play the same old tune." "That's good." "You should jot that down and add it to your calendar." "I gotta go." "Your creative passion will always be for the bizarre and the inexplicable." "That's why I think you're the perfect reporter for this story." "You have one minute." "The clock is ticking." "It seems there is someone at Central Kansas University who has the astounding ability to run at virtually the speed of light." "Have you ever heard of such a thing?" "The school is located in Smallville, meteor-freak capital of the world." "This person can lift an automobile with one hand." "Can create fire with the blink of an eye." "It's extraordinary." "It sounds like a bit of a stretch, even for me." "Do you have any proof?" "If we had proof there wouldn't be any need for investigative reporting." "The person's name is Milton Fine." "He is a professor of world history." "Why did you come to me?" "Frankly?" "I didn't think TIME magazine would be interested." "Good day, Miss Sullivan." "Professor." "Are you shaking me down for lecture notes?" "Or are you ready to begin independent study?" "A mark showed up on my mom." "The doctors don't know what it is." " Describe it to me." " It's like a bruise with veiny strands." " Did it start on her left shoulder?" " Yes." "Your father tortured his dissidents on Krypton the same exact way." "What?" "I don't suppose I can hide the truth from you any longer." "He was a violent dictator." "He ruled over Krypton with an iron grip of fear and intimidation." "Anybody who spoke out against him was locked away." "Even the great hero of the people, Zod." "If he hadn't been captured Zod could have stopped your father from eviscerating the planet." "My father destroyed Krypton?" "Billions of people died." "But he made sure his only son survived." "All so that one day you could conquer the human race and re-create Krypton on Earth." "Why should I believe you?" "Believe what you will." "My concern is for your mother's health." "I need to see her immediately." "My wife needs medical attention." "You're obviously not a doctor." "Make this easier on both of us, and get out of my way." "Dad, the doctors couldn't help." "Let him look at her." " It's been a day and a half since you fell?" " Yes." "Exactly." "Clark, go out and get the truck." "Martha, I'm taking you back to the hospital." "Come on." "The doctors can't treat her, Mr. Kent." "Trust me." "If they puncture her skin or use medication it could kill her instantly." " Why should I trust you?" " Because he's Kryptonian." " This could be a Kryptonian disease." " Clark." " Mom?" "Mom?" " What's happening?" "She needs a meteor rock." "Do you have a meteor rock?" " Dad, in the closet!" " Yeah." "It's on the top shelf." "Martha?" "Hold it to her forehead." "Martha, Martha." "Breathe, Martha." "That's it." "It's me." "It's working." "In this case, appearances are deceiving." "There is no cure." "The meteor will only help ease her pain." " No." " I'm sorry, Kal-EI." "Within a matter of hours, your Earth mother will be dead." "Sweetheart." " Where are you going?" " To see Jor-EI." " Don't." "He'll only feed you more lies." " I don't care!" "Hey, wait a minute." "Are you telling me Jor-El is responsible for this?" "What's going on, clark?" "When Jor-El brought me back he warned me someone close to me would have to die." "So he is going after your mother." "And why didn't you tell me about this before?" "I didn't want you and Mom to worry." "You're the only one that has a chance of stopping this, so do something." "I won't let him kill her." "Don't." "Kal-EI, why have you come?" "Please do whatever you want to me." "Leave my mother alone!" "I have caused your mother no harm." "No!" "Don't lie to me!" "If I'd have known someone close to me would die I'd have given up my life." "It was you  who chose to give up your powers and turn your back on me." "Please let her live!" "I am sorry, my son." "The wheel of fate has already been set in motion." "Even you cannot alter destiny." "So, what am I looking at here?" "It started 48 hours ago, and it's been continuing on and off since." "What is it, a video glitch?" "More like an electromagnetic tidal wave." " Good afternoon, Lex." " Thank you." "Dad, if you've come to dispense a dose of political advice, save your breath." "I know." "I know, Lex." "You have a cadre of top-shelf professionals for that." "I wonder do they know of the sorts of things you keep hidden behind closed doors?" "You must be referring to our deep, dark family secrets." "Don't worry, I won't embarrass you." "I'm talking about what you keep in Warehouse 15." "If you wanna make up stories, you won't be the first." "Just make it original." "It's not your campaign I'm worried about, it's your legacy." "You don't want to end up an eccentric like Howard Hughes remembered more for his 10-inch toenails than his contributions to society." "I'm afraid you're the eccentric in the family, Dad." "Yes, but I'm not the one running for public office." "Believe me, Lex, the electorate has little patience for candidates obsessed with little green men." "It's time to get your house in order, Lex." "Where's my smile?" "Are you okay, Mom?" "Can I get you anything?" "Your father told me about Jor-EI, Clark." "I want you to know I'm more than ready to give up my life for the life of my child." "Don't talk like that, Mom." "You've given me so much happiness, Clark." "I don't know what I would've been without you." "Without me, none of this would have happened." "Don't ever feel guilty about this." "Do you hear me?" "I wouldn't have it any other way." "You're gonna be fine." "Look at you." "You're a man now, clark." "A wonderful man." "My..." "My job is done." "No, it's not, Mom." "You can't say that." "You have to fight this." "I love you, Clark." "And just because I'm gone it doesn't mean my love goes with me." "I will always be in your heart." "Always." "I'm not gonna let you die." "I won't let you." "Baby." "I don't mean to stop the presses, but I have a favor, Chlo." "What else are cousins for?" "Shoot." "You once mentioned that Lex Luthor spent time in the cuckoo's nest." "Why not write an exposé on the mental stability of the great bald hope of Kansas?" "That would make a great story if I could find any shred of evidence or a source that would talk." "There has to be something." "There's lots of sex, lies and videotapes in Lex's vault." "The problem is, he sleeps with the key under his pillow." "Why the sudden urge to take down Lex?" "I'm just sick and tired of rich powermongers who think they can win an election with their checkbook." "Not to mention the fact that he called me a "muffin peddler."" " Oh, so basically he hurt your feelings." " Sort of." "But that's beside the point." "You have to have something on that little hard drive of yours." "Actually clark's professor at cKU was doing some investigating on LuthorCorp." " Clark's professor?" " Yeah." "He's writing a book." "I actually followed him to a LuthorCorp warehouse downtown." "And what did you see?" "Nothing." "Thanks to a little thing called security, I couldn't get near it." "Well, now you have your trusty sidekick along for the ride." " Yeah?" " Yeah." "Let's go." " Hey." " Maybe you can help me." "I'm trying to find the highway and I'm lost." "Hold on." "I got a map." "Go." " You know, this is a really nice car." " Yeah, it is, isn't it?" "You know, you can't fully appreciate a car like this unless you sit in it." " Really?" " Come on." "Yeah." " Okay." " Just for a minute." "Go ahead." "Yeah." " Ready for this?" "It's amazing." " Yeah." "If you look there, there's all sorts of really cool buttons." "Okay, you have a pop-up thingy." "Have a look." "Yeah, you can put things, like, I don't know breath mints and all sorts of stuff." "Put coffee mugs." " How's the stereo?" " It's fantastic." "Turn it up." "And, yeah, well..." "You know, I really gotta get back to work." "Right." "Okay." "I love a man in uniform." "Hey, how'd you get in here?" "Attention." "Cobra Niner." "This is Three-four-niner, come in." "Hey." "Thank you, Miss Andretti." "Hold it!" "There's gotta be a way to save my mom." "There must be." "I'll do anything." "There is one option, but I wouldn't recommend it." "What is it?" "No matter how malevolent he is Jor-El represents your only connection with your past." "Just tell me what it is." "The only way to save your mother is to destroy the Fortress." "Jor-EI's will is controlling her virus through the crystals." "If you bring down his Fortress, you will save your mother from his grip." "All he's ever done is try to ruin my life." "Sadly, that was his legacy on Krypton as well." "I want him gone." "If anyone is strong enough to get through this it's you, sweetheart." "You can't give up." "You can't give up." "I'll be right back." "Mr. Kent, I'm so sorry, but I have to find Clark." "He's not here, chloe." " He's with his professor, is he?" " Yeah, they went to the cave." "I've gotta get to him." "Okay, Milton Fine is not your ordinary Ph.D." "I know about him." "He's trying to help Martha." "I don't know how helpful he's actually gonna be." "I'll tear this place down piece by piece." "Just tell me where to start." "Right here." "Stab it into the console." "It'll trigger a self-destruct mechanism and Jor-El and his Fortress will be forever gone." " What is it?" " It was created to defeat your father." "But Zod was a man of peace." "He would only use it as a last resort." "There was never a chance." "There is now." "You will never hurt my family again." "I couldn't have done it without you." "You're the only one who could affect the Fortress." "Now that you've accomplished your task, you're just a petty annoyance." "The meteor rock." "You're not even Kryptonian, are you?" "I was created by Kryptonians but I'm a whole lot smarter." "You are free, General Zod." "Zod?" "The one true Kryptonian." "Finally he will rid this fertile planet of the scourge of humans and create Krypton here on Earth." "Everything you said to me was a lie." "When you were talking about Jor-EI, you really were talking about Zod." "Jor-El didn't infect my mother, did he?" "You did!" "To think that you would sacrifice your Kryptonian heritage for a single Homo sapien." "You are a pitiful disgrace." "Goodbye, Kal-EI." "Welcome to our new home, General Zod." "Clark?" "Clark?" "Chloe." "Oh, my God!" "It's gone." "Hey, you." "Mom, you okay?" "Yeah." "It's amazing how wonderful a rainstorm smells after you think you'll never smell one again." "I can't imagine what it would be like if you were gone." "The hardest thing in life is losing the people you love." "But you'd learn to move on." "We all do." "It wouldn't be easy." "Dad's given me so much, I could never measure it." "But you're my heart." "My soul." "Well, I..." "I don't plan on going anywhere for a long, long time." "Good." "You know, next time I head up north, I've got to remember to pack a parka." "How'd you get up there, anyway?" "You left your key in the cave." "Seriously, Clark, you've gotta be more careful." "I mean, if I can get up there, anyone can." "You know, Professor Fine said that human beings were insignificant and couldn't be depended on." " He obviously didn't know you very well." " Please." "Robo-professor knows as much about human nature as R2-D2." "What was he, anyway?" "I saw him materialize from a bunch of nuts and bolts that spilled out of the spaceship." "Some sort of Kryptonian artificial intelligence." "And what did he want with you?" "He wanted me to help him free a rebel Kryptonian named Zod." "What I still don't understand is how you got onto Fine's trail." "You're not gonna like this very much." "Lionel Luthor gave me the lead." "Lionel?" " How'd he know about Fine?" " I have no clue." "I hope he doesn't know about the spaceship." "You should get ahold of that thing before somebody else beats you to it." "There's a problem." "I checked out that warehouse you told me about." "The ship's gone." "Well, the master of the shell game must have moved it." " Or..." " Or what?" "Or I have bigger problem than I thought." "Lex." "Your message sounded urgent." "You all right?" "I thought you were past your kleptomania stage, Dad." "But I guess old habits die hard." "If you are accusing me of some sort of thievery I assure you, son, I have no interest in your little baubles and trinkets." "You seemed interested in what was in my warehouse." "What'd you do?" "Pay off my security?" "Bribe my scientists?" "You're telling me you misplaced your most prized possession?" "Oh, Lex, Lex." "How many times have I told you." "If you don't keep an eye on the things you value, they will disappear." "I want it back now!" "I wish I could oblige but, sadly, I had nothing to do with this unfortunate heist." "I don't know what happened to you in that meteor shower, Dad." "But you're more connected to what was in that warehouse than I ever realized." "Please be careful, Lex." "You're a fragile man." "I don't wanna see you shattered again by your delusions." "Tell me you've managed to dig up at least a speck of dirt on Lex." "I'll take an unpaid parking ticket at this point." "I told you, Lex keeps his dirty laundry in a cast-iron hamper." "I might have done this at first because of pride but then I started to worry what would Lex Luthor do with the power of public office?" "He's gonna try to rule the world." " Lf you're that worried, do something." " I plan to." "But the one thing I plan on not doing is poking around inside his warehouses." "I can't believe after that Charlie's Angels escapade all you found in there was fertilizer." " It wasn't a complete waste of time." "No?" "What did we manage to do besides put a scratch on my new car?" "You got to experience the chills and thrills of journalism." "Thanks, but no, thanks." "I don't know how you do it." "Chasing story after story that only leads to dead ends." "I'd never be able to let go." "That's usually how it starts." "Hey." "I know how hard all this has been on you." "How you holding up?" "I just don't know how I could be so gullible." " I believed everything he said." " I would've done the same thing, son." "You were trying to save your mother." "Luckily, she's safe now." "I think the best thing we can do is just put all this behind us and move on with our lives, don't you?" "I'm not so sure." "Jor-EI's warning is still out there." "Clark your mother's virus was caused by Fine, not by Jor-EI." "He hasn't done anything yet." "And for all we know, he might never do anything." "Dad, we both know that Jor-EI's not the type to just let things go." "Clark, when it comes down to it, none of us are gonna be around forever." "Now, we can't dwell on that." "I think the trick is to just live your life to its fullest." "Make sure you spend as much time as you possibly can with the people you love." "You're right." "Yeah." "Subtitles by SDI Media Group"