Smallville (2001–2011): Season 9, Episode 17 - Upgrade - full transcript

Zod continues to pose as "The Blur" and asks Lois to investigate one of Tess' secret labs. An explosion rocks the lab, and Lois is rescued by John Corben who was a subject of multiple experiments. While investigating the explosion, Clark is exposed to red kryptonite. And infected Clark takes Zod to the Fortress. Tess turns to Chloe for help and they send in Corben to stop Clark from revealing all his secrets.

Ladies and gentlemen

a Cybertronics, self sustaining heart.

(Man) The subject is prepped
for the upgrade.

Okay, my blurry,
butt-kicking friend.

You were right.

Tess of the uber-villains
is up to no good.

She is hoarding
more meteor rock here

than there probably is
in all of Smallville.

[ sighs ]

And something tells me the
reason is behind that curtain.

Hank, huh?

[ Chuckles ]
I don't think so.

[ Chuckles ]

Tell that to the bean counters
in H.R.

They didn't want to
chip in

to buy extra letters
to spell "Henrietta."

How did she
get in here?

Inform the boss

the upgrade
has been compromised.

Get rid of her.

[ Grunts ]

Get off of me!

He's gone.
He's gone.


[ alarm blaring ]

[ Gas hissing ]

Oh, God.

[ Rhythmic pulsing ]

♪ Smallville 9x17 ♪
Original Air Date on April 16, 2010

♪ Somebody save me ♪

♪ "Save Me" performed by Remy Zero ♪

♪ let your warm hands
break right through ♪

♪ somebody save me ♪

♪ I don't care how you do it ♪

♪ just stay ♪

♪ stay ♪

♪ come on ♪

♪ I've been waiting for you ♪

♪ just stay with me ♪

♪ I've made this whole world
shine for you ♪

♪ just stay ♪

♪ stay ♪

♪ come on ♪


How'd you get in here?

How did i get in here?

[ Chuckles ]

Well, it must have been
some night.

Yeah, I was chasing down
a red-hot lead,

and then...
hit a dead end.

what happened to you?


You know, I was just --

I was trying too hard
to open up my --

uh, "The Hangover" DVD,

you know,
with dad's swiss army knife.

He was sure
I wouldn't put it to good use.

Want to kiss it better,

What's going on, Lois?

You've been AWOL
for over a week.

And I know we agreed

a little mystery between us
would be good,

but I'm worried
about you.

Come on.

I think it'd be a good idea
if there was nothing between us.

I think
that can be arranged.


[ Cellphone vibrating ]

I'm sorry, Smallville.
It's Randall.

I-it could be
the story of the century.

I can't risk a potential
"coulda, shoulda, woulda."

It's okay.

I wouldn't want you to miss out
on something big.

[ Vibrating continues ]

[ Sighs ]

[ Beep ]

Really, really bad timing,
but I won't hold it against you.

(Zod) Have you found
the information

on Mercer I requested?

Yeah, she's running
a secret underground facility

at 4th and Lincoln,

where she's testing
some red form of meteor rocks.

But score one
for the "obvious" column.

I think
that you already knew that,

since you saved me
from an early obituary, right?


What is she
experimenting on?

You know what?

Listen, I-if this isn't
a matter of life and death,

I really --
I have to go.

[ Beep ]


[ Clattering ]

[ Man grunting ]

[ Whirring ]

John Corben?

I got to --

I got to hand it to you,
bright eyes.

You sure have a way
of finding trouble.

[ Chuckles ]

Said the man who swatted me
around like a tether ball

on our last
arena challenge.

I just wanted to
get you home.

I didn't -- I didn't mean
for you to see me.

G-get me home?

When I woke up on the lab table,
they had altered me.

And my mind
my mind is almost normal.

It is.
It is.

Except -- except for this --
this upgrade here.

It's here.


[ Grunts,
breathing heavily ]


John, who did this to you?


Her scientists did.

I heard them
saying something

about slamming a chip
in the back

so they could control
everything that I do.

But then you --

you helped me escape before --
before they could.

[ Whirring ]

[ Grunts ]

John, what's happening?

John, look at me.

[ Breathing heavily ]

My heart is --
is gonna stop

if I don't find a meteor rock
and refuel.

[ Sighs ]
Thank you.

[ Engine turns over ]

(Chloe) Okay.
Vector 10 1/2 feet north.

Have I sunk
Lois' battleship?

Chloe, I can see 50 feet
in every direction.

There's no reason why Lois
would be standing in this spot

for two hours
last night.

You know,
not that I want to wade

into the salty ocean of amour
that is Lois and Clark,

but if you two are playing
"Mr. & Mrs. smith" now,

don't you think there might be
a sight trust issue?

I'm worried she's
holding something back from me

it's kind of different when
the control's on the other foot.

You know, Clark,
Lois trusts you.

Now you need to trust her.

I do.

And that's why you had me
lojack her key chain?

Look, Clark,
I just checked the time code,

and if we could rocket back
a few hours,

you would be standing
on Lois' shoulders.

[ Cellphone clicks ]

[ Air whooshes ]

[ Air whooshes ]

[ Sniffs ]

Clark Kent
at the keyboard?

Have I been downsized

in the bureaucratic world
of supeheroes?

I just got tired
of waiting for you.

Oh, snap.

Someone woke up
on the wrong side of the planet.

More like the wrong side
of Lois.

But that will never
happen again.

Check this out.

What exactly caught

your better-than-bionic eye
this time?

It's Tess.

It was
her underground lab

that Lois was
snooping around in.

What's with
the thermo-radioactive scan

of North America?

She's storing meteor rock
around the country.

She's gonna pay for it.

Uh, Clark, wait.

As much as I would love
to have Tess out of our lives,

you can't take her down
for this.

You're connecting the dots
in the wrong order.

These deposits
don't belong to Tess.

Tess is the only one
who knows

what Kryptonite
can do to me.

Except... for me...

... and Oliver.

You and Oliver
betrayed me.

It sounds worse
than it actually --

you're stockpiling weapons
around the world

that can kill me.

Not you -- Kryptonians.

I'm Kryptonian!

Clark, the weapons
are just insurance.

In case what, Chloe?
In case I turned on you?

God, I was such a fool

to think that you
could ever understand me.

You think you're better
than Tess.

At least
she didn't pretend

to be on my side
all those years.

Clark, why don't you hear
my side?

I mean, what if some day
there was ever a war?

There is a war, Chloe,
right now.

And you're
about to lose it.

[ Fire crackling ]

[ Air whooshes ]

[ Grunts ]

[ Grunts ]

[ Groaning ]


[ Air whooshes ]

[ Tires screech ]



Lois, stay away.


Stay back, Lois.

[ Clattering ]

[ Clears throat ]

Glad to see
you're looking so good.


You look...
pretty good, too.

I meant, you know,

I mean... healthy, alive.

Yeah. Right.

Maybe we should
get out of here

before The Blur decides
to light this place up

like a Christmas tree.

The Blur did this to you?

Yeah, I don't know
how he found me.

Well, maybe he wasn't here
for you.

You know, maybe he was following
a well-meaning source.

And you did kind of go
"phantom of the boiler room"

last time
you entered stage right.

Last time I checked,
this was private property.

Looks like
Tess Mercer's skeleton

is finally crawling
out of the closet.

[ Chuckles ]

Well, speaking of being hidden
in the closet,

how's Oliver doing
these days?

Don't worry your
pretty little head about that.

And by "head,"
I mean the one

that the secret government
agency Checkmate

is wanting to lob off.

That must really suck to be
on the outs of your own walls.

I'm guessing
you'd know.

Since you're not cuddling up
to your own cyberscreens,

I'm venturing
that Clark has finally uncovered

your Kryptonite arsenal.

This is the last place
I sent him.

I should have known

Clark took a walk
down the ruby-red road.

That explains
his lack of "edit" button.

I thought Clark was only
affected by green meteor.

What's the red do?

Basically it turns him into
the bad boy

every girl dreams of...

in her nightmares.

And why should I care?

Clark's made it clear

that he's not my knight
in shining armor,

which is why I made
my own all-purpose bodyguard.

Well, believe it or not, Tess,
this isn't all about you.

Sooner or later,
Clark will out himself

and your merry band
of Kryptonians.

If the world gets wind
of their existence,

there's no turning back.

Right, but you can protect
your alien pet project

if you help me
find Clark.

[ Rhythmic pulsing ]

[ Grunts ]

[ Air whooshes ]


The cleaning baptism
that redeems the soul."


You have to enjoy
the paradox.

The only thing on their planet
that can harm us

is a piece of our own.

[ Air whooshes ]

[ Grunts ]

You lied
about having powers.

How'd you get them?

From you.

From your blood.

When you saved me.

It's contradictory,
isn't it?

But then again, you are the
greatest contradiction of all,

dedicating your life
to the greater good

and at the same time deceiving
those you love the most.

I'm the one
who's been deceived.

[ Chuckles ]

Oh, come, come, Kal-El.

You have become
far too calculating

to play the naive farm boy

Your closest friends fear you

because they will never
understand you.

And how could they?

You need me.

Who else in your world
has ever truly been your equal?

I have no equal.

You really can't see it,
can you?

A modern-day messiah

whose symbol is worshiped
by the mere mortals at his feet,

a God who rips decisions
out of the hands of fate.

Now there is a real threat
out there to both of us.

And with your map
of the Kryptonite arsenals,

we can take out any defense
they have against us.

Nothing can stop us.

Now the question is...

Who will you join?

Your friends?

[ Chuckles ]

Your friends,
who have stockpiled weapons

around the world
to kill you?

Or the one man
who weighs the same decisions,

with the same dilemmas...

And who just saved
your life?

Lois... I appreciate you
trying to help,

but I've got it from here,
all right?

[ Sighs ]

You get yourself
into enough trouble

without me leading you
to more.

I promised I'd get you to the
military base in South Dakota.

[ Clears throat ]

So, what are you,
my personal bodyguard?

My dad assured me
Dr. Vale is the best guy around.

So whether you like it or not,
you're stuck with me.

As nice as that sounds,

I could have Tess Mercer's
entire defense division

descending on me
at any minute.


So when you're free
and clear

and planting your homestead
spike in the badlands,

then I'll send you
the sayonara.

Let me help you
with that.

That's so kind of you.

[ Whirring ]

[ Rapid beeping ]



For someone so reticent
about joining forces,

you've certainly wasted
no time

in destroying
Chloe's Kryptonite stock hold.

I'm sure there's some quote
about betrayal stinging the most

when it's from someone
you trust.

Your father
could have rattled it off.

You remind me of him.

Well, I'd rather not hear it.

I didn't get the chance
to know him like you did.

Don't get me wrong.

We used to fight...

until all hours
of the night.

So, what?
He was stubborn, like me?


But that never meant
that I didn't respect him.

You must have had a friend
that you had a connection with,

like you were opposite sides
of the same soul.

Yeah. Once.
A long time ago.

You no longer
have to be worried

about people envying you...
or fearing you...

because you have a family now,
a family who understands.


Maybe it's time
to live a little.

[ Air whooshes ]

[ Air whooshes ]

It's quite a view.

Everything seems so clear
from up here.

I'm asking myself why it took me
so long to see it.

Sometimes it just takes somebody
to share your perspective.

If only your father
could see us.

He can.

How would you like to say hello
to your old friend Jor-El?

But first...

let's give the people of Seattle
a little surprise.

[ Wind whistling ]

Well, my ops found our soldier
of fortune on a bus.

Any luck
with your problem child?

How often does it snow
in Seattle?

Not a great time for a game
of Trivial Pursuit, Chloe.

Seriously, Tess.

Seattle just had
a fluke snowstorm

with the temperature
at 64 degrees.

[ Cellphone beeping ]

Oh, I got it.
Thank God for blogging.

They saw something vaulting
towards the space needle

six minutes ago.

[ Keyboard clacking ]

Guess who's coming for dinner,

with powers.

But you already knew that,
didn't you?

What I don't know
is why the sudden bromance.

[ Door opens ]

Welcome home, brother.

Well, he isn't exactly

rolling out
the welcome mat, is he?

Nothing's working...

which figures.

As soon as I embrace
my heritage, you vanish.

Given what you told me
about my role

in the last days of Krypton,
I'm not surprised.

Well, he can't blame you for
something you haven't done yet.

It took you almost a year
to warm up to me.

I wouldn't expect
my discerning old friend

to give me
any more latitude.

It's all right.

I've learned everything I need
from this thing anyway.

Don't be too quick
to dismiss

what Jor-El has
to offer you, Kal-El.

Trust me -- I can live

without constant lectures
and mind games.

How about the answers
to everything in the universe?

Give me a break.

I was a skeptic, too.

On Krypton,
our children are raised

to revere the red sun God,

Unlike your civilizations,

superstition has no place
in our beliefs.

Religion is science,

not some...
mystical questioning of it.

Your father left our bible,
the book of Rao, on this Earth.

And what with all of this
and the knowledge in that book,

Kal-El, there is no limit
to what we can achieve.

[ Beeping, keyboard clacking ]

[ Beeping stops ]

I lost the GPS feed.

Where'd you send him?

On a hunch.

[ Door opens ]


How not surprised am I
to see you here.

By the way, this is
the least-secret secret lab

I've ever been in...


I am so sorry
to disappoint you, Lois.

But I doubt
that the government

is going to want
their covert defense programs

on the front page
of The Daily Planet.

So if you could just...

I saw what you did
to Corben.

I was on the bus
when you sent me

on a tranq trip
to Mount Rushmore.

You can't
cover this up, Tess.

[ Mufled grunting ]

Sorry, Lo.

You take care of her,

and I'll clean
the rest of this up

to make sure
that no one will believe

Lois' trip
down the rabbit hole.

[ Electricity cracklin]

How did he get in here?

[ Beeping ]


[ Air whooshes ]

[ Crackling ]

Well, I sure do like
what you've done with the place.

And I thought
I got a chilly welcome.

[ Pulsing ]

[ Ice cracking ]

[ Breathing heavily ]

I don't blame you
for frying me.

But someone who cares about you
sent me here to save you.

And I owe you one.

[ Chuckles ]

This is my lucky day
to be saved.

[ Grunts ]


...take it from someone
who's been there.

We don't always know
when we need saving.

[ Grunts ]

[ Groans ]

[ Breathing heavily ]

You can thank me
another time.


God. Do you take lessons
in how to do that?


Isn't the appropriate

"thank God
you're still alive.

Too bad you're wearing clothes
this time"?

Yes, that's it.
The first part.

So, how did you get away
from Mercer?

[ Sighs ]

It involved
a secret cave,

action sequence
out of the Ice Capades,

and your best friend.

Maybe this makes up
for everything.

Where'd you get that?

Souvenir from my own
little adventure.

You know,
the first time I saw you,

I never thought
that you'd end up being my hero.

Of course,
I was hoping to escape

with a different heart.

You know, Lois,

you're the only one
that's been honest...

and loyal and brave.


That's a-a scary-high pedestal
of adjectives

you just put me on.

You're the only one
that's given me a chance.


I mean, I-I can't ever tell
anyone else about me.

You're the only chance
that I have of --

of living an honest...

honest life.

And if I were gonna
disappear again,

I would want to disappear
with you.


Me. I...

John, that means a lot.

But I'm with someone else.

It's a little
on the squeaky side,

so I probably won't
pull back the curtain

and reveal
our wild and crazy ride,


he is it for me.


I, uh...

[ Sighs ]

You have one of those words
for now?

[ Chuckles ]


...Maybe if this were
another lifetime


You know, I really...

hope that your guy knows
who you really are.

'Cause you are
a real...

[ Sighs ]

... dame, Lois lane.

You're not that naive,
are you?

If Kal-El and I can work
together, why wouldn't I try

because he doesn't have
your best interests at heart.

But you and I, we have
a commitment to each other.

You're not backing out
me, are you?

Well, I'm not the one

that sent a modern-day
metal Nero to attack you.


Not today.

You can't bet
everything we've worked for,

including the safety
of your people,

on someone who's so quick
to switch allegiances.

I don't think
you have any idea

of the power
that lies within Kal-El.

I hope you're right.

'Cause you're losing control
of the Kandorians.

I discovered
a secret rebellion.

A group of your people
have turned against you

and are looking
to a new leader.


[ Scraping ]

[ Air whooshes ]

I didn't think
it would be a good idea

to get the handyman
to repair this.

If I had an apology
on video,

it would have saved me
a lot of time this year.

Well, I'd say I did my fair
share of trespassing, as well.

You mean the part
where you were amassing

the only weapons
that can kill me?

Yeah, that would be the part.
[ chuckles ]

maybe you were the one

seeing things clearly
from the beginning.

There's something I didn't
tell you about the future.

Your Kryptonite armory

was the only thing
that saved the world.

And me teaming up
with Zod,

turning my back
on you and Oliver,

that wasn't all
the red Kryptonite.


I think it was some sort of
wish-fulfillment thing for me.

Clark, if you wanted
to redecorate the place,

all you had to do
was ask.

It's just that seeing you
and Lois together,

you're like sisters.

The two of you have
an understanding of each other,

a shorthand
that I've never known.

We're family.

Something I don't have
much of anymore.

I mean, Zod and I,
we've --

we've been
on different sides.


We were raised
in different worlds.

But somehow, through
the isolation and the burdens,

losing our home, trying
to manage in somebody else's,

he understands things about me
that nobody else can.

Chloe, he's the closest thing
to a brother

that I may ever know.

Some of our brothers and sisters
have defected.

And I'm afraid
we've been betrayed.

But we will prevail.

[ Grunts ]

[ Gasps ]

The time has come
to share in your birthright.