Smallville (2001–2011): Season 6, Episode 6 - Fallout - full transcript

Clark is thrilled when he learns that his friend, Raya, managed to escape from the Phantom Zone and has come to see him in Smallville. The two grow close and Raya shows Clark how to restore power to the Fortress of Solitude. However, Baern, the spirit of a killer with the ability to control and feed off electricity, also has escaped from the Phantom Zone. After possessing the body of a street kid in Oakland, California, Baern makes his way to Smallville to take revenge on both Raya and Clark for his imprisonment. Meanwhile, Lana gathers more information about Lex's research project called ROCK. Also, Jimmy Olson returns to try to win back Chloe's affections by tailing Lana to find any dirt on Lex Luthor.

Come on, tippytoes.

What you got?
You gotta learn how to tango, baby.

Good-looking brother flying in.

Yeah, baby.

And that's game.

Guess you won't be
dancing with the stars.

Time to pony up, Yance.

Think I'm paying you, man?
You crazy.

Dog, you set the
table, I cleaned up.

Tomorrow night.

Best two out of three.

Can't do it. Gotta study.

You know you gotta
square me up.

Look, I got a test, man. I can't...

Hey, what was that?

No way, man. Don't go back there.

Don't you ever watch movies?

Check it out.

Yo, that was some creepy creepy, man.

"That was some creepy creepy, man."

- Where is Kal-El?
- What "El"?

I said...

where is Kal-El?

What you going on about, man?

What's a "Cow-El"?

♪ Smallville: "Fallout" ♪
Season 6 Episode 6

Original Airdate Nov. 2, 2006

Middle of the night,
mysterious meeting,

suspicious briefcase.

You normally just call
me with an update,

Dr. Groll. Why all
the intrigue?

The precautions
aren't for dramatic effect.

Are you in some sort of danger?

I think we both are.

These CDs contain
all my research on the box.

Every test result,
every theory I've written.

- You're quitting?
- I'm disappearing.

Don't you think that's a bit extreme?

You'll find that when you're in
as deep as we are with the Luthors...

they won't let you walk away.

We've started military testing.

I thought we were
still in the analysis phase.

Lex didn't tell me that we were
testing with the military.

Forgive me. I believe that there's
a lot that Lex neglects to tell you.

You could have just left.

Why come to me?

Because I'm not the only one
I'm worried about.

Despite our differences, Miss Lang,
I thought you deserved a warning.

I'm getting as far away
from the Luthors as possible.

I suggest you do the same.

"Oakland, California"?

Local authorities determined
it was made by a shooting star...

but that was just wishful thinking.

Sorry. It impacted six weeks ago.

Around the time you fell out
of the Phantom Zone.

It gets worse. He's already killed once.

Two boys went missing
on the site of the crater...

and all they found
were human ashes and a basketball.

It sounds like heat vision.

Not unless your heat vision
comes with a radiation setting.

The ashes were off the Geiger charts,
and the next day...

the nuclear facilities
20 miles away were hit.

Any idea why the Zoner would be there?

Well, aside from giving
the five researchers

a premature cremation...

the radioactive material that they'd
been working with was sucked dry.

It's almost like he was feeding off it.

We need to check the plants in the area.

Hello. Have you met me?

There have been a half
a dozen incidents...

across the continent.
The most recent one

was just outside

Chloe, these attacks
form a straight line.

Headed directly towards you.


I'll make a list
of possible sites...

within a hundred-mile radius.
I'll call you.



Hello, Kal-El.

I was afraid I'd never see you again.

I'm sorry. I didn't wanna
leave you in the Phantom Zone.

You had no choice.

It's okay, Kal-El.

And if it wasn't for you,
I would have never escaped.

I would have never seen all this.

It's more beautiful than the world
your father described.

How'd you find me?

Your father told me about the family
he had chosen for you...

about Smallville.

It must have been hard
growing up here by yourself.

I had my parents. I had my friends.

But no one who really understood you.

You mean, what was it like to grow up
with such a big secret?

And the amazing rush of racing trains...

knowing nothing can hurt you.

I used to try to pretend not to notice.

But sometimes I would catch my dad
watching me...

when I'd pick something up

that was impossible
for him to even move.

He wanted so much to know
what that felt like.

But he never could.

No matter how I think I fit in...

every day I'm reminded
I'm not one of them.

You're not alone anymore.

I'm here.

Hey, the wayward boyfriend returns.

Jimmy, we're in the bullpen,
not the back of my Yaris.

Which I am looking forward
to visiting again soon.

But first, you need a swanky new dress.

Gotta look sharp when we're accepting
our Pulitzer.

Your words, my pictures.

Think I should rent a tux?
Is that too stuffy?

Jimmy, I would hold off on the bow tie.
This is a bumper.

Yeah, but watch. This guy
takes a metal briefcase into the car...

and leaves without it.

- What were they doing out there?
- I'm working on it.

Well, who is this mystery man?

I don't know.

What's in the briefcase?

Something illegal?

Jimmy, this isn't a story, it's a hunch.

What were you doing
playing stalkerazzi...

in the middle of the night,
following Lex Luthor around?

Being proactive.
Hopefully, nailing a front-page shot.

You don't think some
back-alley handoff is suspicious?

I think Lex Luthor
getting out of bed is suspicious...

but you need facts. You need proof.

Well, thanks for the
pop-up commentary,

but that's where I was...

kind of hoping you would come in.

Look, Jimmy,
I've dealt with the Luthors before...

and the kind of ball they play
is very, very hard.

Then I guess I better bring my bat.

Appreciate the help.


You nearly gave me a heart attack.

Serious lack of signage down here.

- Which way is Archives?
- It's over there.

Are you one of the new...



What do you mean,
Groll's lab is cleaned out?

This schematic can't be all that's left.
What about all the research?

Just find him.

Mr. Luthor, thanks for seeing me.

Your girlfriend is very close
with the person I care most about.

That's the only reason you're here,
Mr. Olsen.

Would you mind if I start with pictures?

Actually, I do.

I'll have my people send you
a publicity shot.


So, what is this about?

Okay, then, down to business.

What is your connection to this man,
Mr. Luthor?

What was in the steel case he gave you?

So can I take that as a "no comment"?

You know, James, I was
very happy to hear

that Chloe finally
landed a boyfriend.

It appears my jubilation was premature.

Mr. Olsen has to get back to Metropolis.

Make sure he finds the way out.


Tell Chloe, Lana says hello.

And if you ever try anything
like this again...

you'll be leaving through the window,
no matter who you're dating.

I thought I should
just give you the car...

since you obviously don't like asking
to borrow it.

I didn't know that I had to.

Lana, the car is not a big deal.

You sneaking out of the house
at midnight?

That bothers me.

There's nothing to
be upset about, Lex.

I had a late-night
craving for ice cream.

Mocha mint?

That's your favorite, right?

What's Dr. Groll's?

Did you honestly think
this wouldn't catch up with you?

I don't like playing
cat-and-mouse games, Lana.

Is it the game that you don't like...

or the fact that someone's playing it
on your level?

I don't know where
you stashed the box,

but I want it back. Now.


You cheated.

I couldn't let a rookie catch me
in the last county.

Jor-El would have never let you
get away with that.

What was he like?

My father.

Brave. Strong.

With the biggest heart
of anyone I've ever known.

To be honest,
that's not the Jor-El I imagined.

He was determined to save us.

I remember helping him build your ship.

He was so careful.
Planning every detail,

down to your baby blanket.

I wish they could see you now.

I haven't been the best son.

Your father was hard on himself too.

He felt guilty
that he couldn't save Krypton.

His only redemption
was sending you to save Earth.

Save it from what?


Your civilization is
going to destroy itself,

just like Krypton.

You should know this.
It was part of your training.

I haven't started my training.

And now the Fortress is damaged.

Jor-El tried to warn me.
But I didn't listen.

I mean, how could I trust someone
who brought so much pain into my life?

Pain is a part of
anyone's journey, Kal-El.

You can't escape it.

You must accept your destiny.

Too bad that destiny's
just gotten a little shorter.

The last son of Krypton.

I've been waiting for this moment
for a long time.

You're the one who's been
coming for me.

And I think it will be worth the trip.

What's the matter, Raya...

don't recognize an old friend?

It's me, Baern.

He's one of the Phantoms.

How do you like the new suit?

- What do you want?
- To pay back your old man...

for giving me a one-way ticket to hell.

But then he had to get himself

along with everyone else
from that ice cube you call a planet.

So I guess you'll have to do.


Where is he?

I know my father
told you where

he sent me, but how
did Baern know?

After Krypton fell
and Jor-El was dead,

the prisoners in the
Phantom Zone...

discovered that he'd only managed
to save his own son.

The story of your survival was
a myth, a rumor.

One of hope for some of us,
and revenge for others.

For someone who's been dreaming
of killing me for the last 20 years...

his visit was short-lived.

I don't think he was expecting
to fight both of us.

He was weakening.
His race feeds off radioactive energy.

So that's why he's so strong.

Baern killed hundreds on his own planet
before he came to Krypton.

But Jor-El managed to exile him
to the Phantom Zone.

Im guessing that Baern is searching
for a new energy source.

It won't take him long.
He can sense power sources.

There's only one thing that can stop him:

Your father's crystal.


I've sent you, like, 10 text messages.

Really? I must have missed it.

Look, I'm sorry.

I shouldn't have blown off
your conspiracy theory about Lex.

I just wanted to make sure
that you knew what a shark Lex is.

I know, you're right.

So you're dropping it?

No, I meant that you were right
that I needed proof.

So I pulled a little:

"How about free publicity
for your charity?"

With Luthor the Lesser.

I got my foot in the door
and took a look around.

Wow, you must have been
pretty persuasive.

Lex doesn't usually take interviews.


Actually, I may have dropped your name.

Look, I'm sorry, but I had to.
It was so worth it. Take a look.

Oh, my God.

You see those symbols?

They're like hieroglyphics.

Do you know what this means, Chloe?

Lex is working with the Egyptians.

You know, I think you're right.

Why don't you make copies?
And I'll call

the embassy and see
what I can dig up.

Hey, now, that is my girl.

Baern wouldn't have left the area
with you still alive.

There must be some other place he'd go.

A military installation
the public doesn't know about.

Hey, I've been trying to call you.
Where have you been?

Racing around.

Chloe, this is Raya.

Oh, Raya, wow.

It's nice to know something good
came out of the Phantom Zone...

especially since
we have a big problem.

This is what Zod was gonna use
to wipe out the Earth.

- Where'd you get this?
- Jimmy took it.

It was on Lex's desk.

- I thought I destroyed it.
- I know this design.

It's part of
the Brain InterActive Construct.

- The what?
- Brainiac.

This box is its power core...

a Kryptonian energy source exponentially
stronger than anything on Earth.


If he gets ahold of this, it'll give him
enough power to fuel him indefinitely...

and kill us both.

Safe and sound.

You didn't keep it.

It's not mine to keep.

Incredible, isn't it?

Such a small, fragmented
piece of metal...

might hold the secrets of the universe.

Or a new way to destroy ourselves.

Lex, you didn't tell me
you started working with the military.

Well, who better to help defend us?

Lana, the future always has risks.

That doesn't mean
we shouldn't move forward.

I thought we were in this together.

We still are.

Just not on the same side.

Lex, you're obsessed.

We've been through this before
with the ship and something has gotta give.

The box...

or me?

- You have something I need.
- Lana, call security.

They're kind of unavailable right now.

You're not getting near it.



It's only a second-degree burn.
Nothing to worry about.

They wanna run an X-ray
to make sure my ribs are all right.

How did that thing know about the box?

That's exactly what I was wondering.

Do you think that I'd actually be involved
in something like this?

That I'd let you get hurt?


Of course not.


What are you doing here?

I went by the mansion.
I heard you were taken to the hospital.

You okay?

We're fine, Clark. Both of us.

- What happened?
- We had an uninvited guest.

But we're used to that kind of thing.

I'm glad you're all right, then.

Mr. Luthor, let's get you down to X-ray.

Hate to question your
good-natured visit,

but are you really
interested in Lex's health?

- What's the real reason?
- You don't wanna get in the middle.

No, you don't want me in the middle of it,
but it's too late.

Clark, stop trying to think up excuses
and just tell me what's going on.

Have you seen this before?


But it doesn't matter anymore.

It's just a pile of ash now.

That thing destroyed it.

Raya, I told you the Fortress is dead.
Why are we here?

It's our only hope to defeat Baern.

This was all we had left of our home,

And now it's gone too.

It was more than that.

The Fortress was a storehouse
for all the knowledge in the universe.

At least, all that we had.

How could this happen?

I'm sorry.

I don't know how to bring it back.

Your father wouldn't have given up
so easily.

I haven't given up.

I don't know what to do.
I've tried everything.

Everything except the training
your father wanted for you.

So why are we here?

Baern is too dangerous to attack
anywhere else.

With the power he absorbed from the box,
he could wipe out half a continent.

- If he's that strong, will the crystal work?
- It should.

Provided we stay alive long enough
to use it.

I'm not sure it'll be that easy
to lure him here.

I'm gonna see if I can reroute
whatever power is left.

Just enough to send out a signal...

to let Baern know you're here.

Clark, I'm home.

I canceled the rest of my meetings
and came back early.

If I had to listen to one more egoist
droning on about the need...

for school reform rather than
actually doing something about it...


Don't you mean "Kal-El"?

He left without saying goodbye.

Who are you?

Where's Clark?

That's what I would like to know.


That's all the power I was able to draw.

- Hopefully, it'll be enough.
- That sound, I've heard it before.

Every Kryptonian family
has a unique tone...

a beacon to identify itself.

Baern's sure to recognize yours.

And follow it straight to me.

So this is Jor-El's famed
Fortress of Knowledge.

I thought it'd be bigger.

It doesn't matter.
You won't be staying long.

Big talk, big man.

I'm surprised you're still standing.

Jor-El was right about how the yellow sun
affects you Kryptonian cockroaches.

But I'm back. And now...

I'm super-sized.

This is the perfect place
for the fall of the House of El.

Paying for the sins of your father
can be a bitch.



The crystal...

it has enough power now.

Restore the Fortress.

You can't leave me. Not now.

I'm sorry...

I couldn't share in your destiny, Kal-El.

What happened?

I mean, where am I?


in Kansas.


You have any idea how you got here?

I barely even know where here is.

I mean, no ball, no beach.

Kansas is strictly fly-over.

- So the last six weeks...?
- Six weeks?

I mean, the last thing I remember was...

okay, I was playing ball
with my boy, Yance.

And after that...


Am I supposed to know you?


My name's Clark Kent.

We found you unconscious and...

I didn't know what else to do,
so I brought you here.

This is crazy.


The doctors say you're gonna be all right.

I get the feeling I've got you
to thank for that.

Kansas, huh?


Oh, no. I know that look. Meeting
didn't go well with the editor, huh?

Some meeting. I pitched my take
on the Lex Luthor-Egyptians conspiracy.

They refused to put somebody on the story,
and I had proof.

Well, maybe not definitive proof,
but you definitely were onto something.

I'm sorry, Jimmy.

That's not even the worst of it.

Well, you couldn't have been demoted.
You can't get any lower.

Try unemployment.

Apparently, Lex made a call.

- They fired me.
- What?

Look, I managed to talk my way back,
but only as far as the basement.

Well, don't knock the basement.

My career's over. I'll be scanning
other people's photos...

- into the archive for the rest of my life.
- No, you won't.

In fact, you should consider the fact
that Lex tried to get you fired a compliment.

If you hadn't been so good at your job...

Too good.
He wouldn't have even bothered.

You're gonna be a great photographer
one day, Jimmy Olsen.

I thought maybe you'd had
another sweet-tooth attack.

Don't worry, Lex.
I'm not going anywhere.

You sure?

Not tonight.

I think we need to reassess some things.

- Because of the box?
- Because you lied to me, Lana.

After all your talk about honesty...

Then I guess we're even.

I'm just glad that the box was destroyed.

How can you say that?

You've seen what can happen,
the threats that are out there.

The box was our only hope
at defending ourselves.

The human race has survived this long.

It doesn't need Lex Luthor to save it.

You know, our conversation
was interrupted.

Don't you mean "your ultimatum"?

Do you honestly think
I wouldn't have chosen you?

I guess we'll never know.

Raya sounds like an amazing woman.

I wish you could have met her.

She loved this place, this whole world.

She barely had enough time
to discover it...

before she gave her life to protect it.

It looks like Krypton gave us
more than one hero.

I'm so sorry, Clark.

When I was with Raya...

I didn't feel alone anymore.

- Clark...
- Mom, I know how much you love me.

And how much Dad...

But I've always felt different.

It's because I am.

And Raya was the first person I ever met
who could really understand that.

And I don't think I ever really
thought about what I had lost:

A family, a whole race of people
who were just like me.

For the first time, I'm ready to stop running
from who I really am.

From my destiny.

Your training with Jor-El...

you wanna go.

But I can't.

Not yet.

Not until every prisoner that I released
from the Phantom Zone is returned...

or destroyed.