FADE IN

FLASHBACK TO

EXT. CHLOE SULLIVAN'S NEW HOME - DAY

A jeep, transporting Gabe Sullivan and his daughter, Chloe Sullivan, pulls up to the extravagant home.

The license plate reads: "U.S. Government G13 86475."

Gabe Sullivan gets out of the jeep and Chloe follows.

Chloe turns and looks back at the man in the passenger side of the car. He smiles at her, but she looks back apprehensively.

The car drives off.

Gabe walks up to the house, opens the door and walks inside.

Chloe follows.

Gabe looks back at his daughter with amazement, as the house is fully furnished.

Chloe likes her new surroundings.

The door shuts behind her.

Suddenly, the house explodes.

Chloe's body is thrown out of the house through the front window of the home.

Her limp body lands 25 feet away from the exterior of the home, lying in the bush.

CUT TO:

EXT. KENT FARM - DAY

Martha walks out onto the patio of her home. She slowly walks down the stairs, gasping at what she sees.

An unknown symbol is etched into the ground, burning brightly in mid-daylight.

Panicked, Martha races to the caves as fast as she can.

INT. CAVES - DAY

Martha runs frantically through the caves, as she can feel something is wrong.

MARTHA

Jonathan!

Martha continues running, until she finds Jonathan's limp body in front of her.

MARTHA

Oh, God, Jonathan wake up!

Martha kneels down and places Jonathan's head in her lap.

Suddenly, Jonathan awakes, coughing heavily.

MARTHA

Jonathan! What happened? Where's Clark?

Jonathan looks up at Martha.

JONATHAN

(Slightly coughing)

Jor-El.

Martha looks down at Jonathan in confusion.

JONATHAN

Jor-El took Clark. He's gone!

Martha looks up at the cave walls.

MARTHA

We'll find him, we'll get him back.

Are you alright?

JONATHAN

I'm fine.

Jonathan gets up, brushes himself off and he and Martha walk back to the house.

CUT TO:

INT. SMALLVILLE MEDICAL CENTER - DAY

A doctor, carrying a medical chart, enters the room of Lex Luthor.

Lex is putting on his blazer as the doctor walks in.

DOCTOR

I see you're fully awake today, Mr. Luthor.

LEX

Yes, thankfully. Did you analyze

the bottle of brandy that was in my

office?

DOCTOR

Yes, Mr. Luthor.

LEX

What did you find?

DOCTOR

There were traces of Strychnine mixed

with the liquid.

LEX

Rat poison. Seems kind of sloppy doesn't

it?

DOCTOR

What do you mean?

Lex nods his head, thinking to himself.

LEX

Nothing...doctor...

The doctor begins to exit the room.

The doctor turns around and looks at Lex.

LEX

(continuing)

Thank you for working so diligently

through the night, making sure I'd

survive.

DOCTOR

It's my job.

The doctor smiles at Lex and exits the room.

CUT TO:

EXT. CHLOE SULLIVAN'S NEW HOME - DAY

Chloe awakes in major pain, letting out a gasp.

She gets up slowly and limps toward the burning house.

Panicked, she screams out in terror.

CHLOE

Dad! Somebody help me!

Chloe lets out high-pitched scream at the sight of the fire, knowing her father is now dead.

Fire sirens can now be heard in the background.

Chloe hears them.

Not knowing where to turn, Chloe runs away into the distance.

CUT TO:

INT. KENT HOUSE KITCHEN - DAY

Martha enters the kitchen, Jonathan is sitting at the table.

JONATHAN

Who was that at the door, Martha?

MARTHA

A reporter from the paper.

JONATHAN

What? Why didn't you tell me? What was he

asking about?

MARTHA

He was asking about the fire and what

caused it.

JONATHAN

What did you tell him?

MARTHA

I told him I thought I had seen someone

start the fire, I didn't know what else

to say.

JONATHAN

How did they find out about the fire in

the first place?

MARTHA

He said that our neighbors had seen

something burning from their front porch.

JONATHAN

I just hope we don't draw too much

attention to ourselves.

Jonathan lets out a slight cough and massages his throat.

MARTHA

Are you sure you're alright Jonathan?

JONATHAN

I'm fine, really.

Jonathan takes a sip of his beer.

MARTHA

Jonathan, what happened in the caves?

A look of unease comes over Jonathan.

JONATHAN

I was trying to stop Clark from going

into the cave with that girl Lindsay.

I found out that Jor-El was using her to

get to Clark. I tried to stop him.

That's when Jor-El became angry with me.

There was a beam of light coming at me.

All of a sudden, I couldn't breathe, it

was like he was choking me.

MARTHA

What happened to Clark?

JONATHAN

I told Jor-El to take me instead of

Clark, that's when Clark gave himself

to Jor-El. He was sucked inside the

cave wall.

A look of worry fills Martha's face.

MARTHA

Where is he? Do you think he's alright?

JONATHAN

I'm not sure, Martha, but I know Clark

is alright.

MARTHA

How can you be so sure?

JONATHAN

There's something Jor-El wants and he's

going to make sure Clark obeys him. I

just hope word of this fire and this

symbol doesn't spread too far.

MARTHA

What could this symbol mean, Jonathan?

JONATHAN

I don't know, maybe it's some kind of

warning from Jor-El. Well, time is

wasting, there are things to be done

around here. I'm gonna go finish up

outside.

A look of sadness comes over Martha.

JONATHAN

He'll come back to us, he always has.

Jonathan kisses Martha on the cheek and walks out the back door.

Martha watches him exit.

CUT TO:

INT. LEX'S OFFICE, LUTHOR MANSION - DAY

Lex is reading the afternoon edition of the paper.

He holds up a cup of coffee before taking a sip.

LEX

(to himself)

Good thing I made this pot myself.

Lex takes a sip of coffee and begins reading he paper.

A certain article catches his interest.

The title of the article reads: "Mysterious Fire On Kent Farm."

Lex reads the article.

A look of worry comes over him as he looks out his office window.

CUT TO:

EXT. KENT FARM - DAY

Lex pulls up to the Kent home in his trademark Porsche.

Jonathan is doing farm work.

Martha sees Lex pull up as she walks to her mailbox. She grabs the mail from inside.

Lex turns off his car, gets out and starts walking towards Martha.

Jonathan stops what he's doing and walks over.

LEX

Good afternoon Mr. and Mrs. Kent.

A look of anger comes over Jonathan.

JONATHAN

What do you want, Lex?

MARTHA

Jonathan, don't be so rude.

LEX

It's ok Mrs. Kent.

JONATHAN

We know what you did to Clark, Lex. We

know how you've been betraying him this

whole time. How could you betray Clark?

MARTHA

Calm down, Jonathan. I'm sure Lex has a

very good explanation.

LEX

Actually, I didn't come here to start an

argument. I read the afternoon edition

of the paper. I heard about the fire.

JONATHAN

As you can see, everything is just fine,

Lex.

LEX

Do you know how the fire started?

MARTHA

It was probably just some harmless

teenage prank. Everything is fine.

LEX

I see. Where's Clark?

JONATHAN

He doesn't want to talk to you, Lex. Why

don't you just stay away?

MARTHA

(interrupting)

Clark isn't feeling well today, Lex. He's

up in his room resting.

LEX

I see.

Lex looks around the farm, like something is wrong.

JONATHAN

I'm going to go take a break, Martha.

MARTHA

Ok. Can you take the mail inside for me?

Martha hands Jonathan the mail and he walks into the house.

MARTHA

Is something troubling you, Lex?

LEX

I just have a lot on my mind, Mrs. Kent.

I feel like I've destroyed the one true

thing in my life.

MARTHA

What do you mean, Lex?

LEX

My friendship with Clark.

MARTHA

Lex...

LEX

Being a Luthor, I was never one to make

friends, but when I met Clark, I knew I

could trust him. I knew he'd always be

there for me no matter what. And now

I think I've destroyed that.

MARTHA

Clark is...very stubborn, Lex. He'll get

over it.

LEX

It's not what you think, Mrs. Kent. I did

investigate him for awhile, but I was

trying to understand why I had miraculously

survived the accident on the bridge. Clark

pulled me out of the water and saved my

life. I was just trying to find a simple

explanation. I never meant to hurt Clark.

MARTHA

It's ok, Lex. Did you try explaining this

to Clark?

LEX

He stormed off before I had a chance to

explain.

MARTHA

I'm sure you two can figure this out, Lex.

LEX

I hope so, Mrs. Kent. Please know that

I'd never hurt Clark. I'd do anything to

protect him.

At that moment, Lex's cell phone rings.

LEX

Excuse me.

Lex walks away and begins talking into the cell phone.

LEX

That was one of my personal assistants.

Something's come up at the office. I'm

sorry to cut this short. Say hi to Clark

for me.

MARTHA

I will.

LEX

Thank you for listening, Mrs. Kent.

Lex walks back to his Porsche and drives away.

CUT TO:

INT. KENT HOUSE KITCHEN - DAY

Martha walks into the kitchen.

JONATHAN

What did Lex have to say for himself?

MARTHA

He's worried that he's wrecked his

friendship with Clark.

JONATHAN

He should be worried. Clark has been

nothing but supportive of Lex. I can't

believe he went behind Clark's back.

MARTHA

And I can't believe the pact you made

with Jor-El.

JONATHAN

Martha...I did what I had to do to get

Clark back.

MARTHA

And now he's being held prisoner by Jor-El.

What are we going to do?

JONATHAN

I don't know.

Jonathan begins sorting through the day's mail.

He comes across an envelope with no return address.

JONATHAN

Martha, look.

Martha walks over and sits down at the table.

Jonathan opens the envelope, which contains a message and a map.

Jonathan reads it.

He hands it to Martha.

MARTHA

That's the symbol that was burned into the

ground. From a friend? Who sent this?

JONATHAN

It's Dr. Swann. He knows about the symbol.

He must have read the paper this afternoon.

That map must lead us to his home.

MARTHA

He must know what the symbol means. Maybe

he can help us.

JONATHAN

I don't know, Martha.

MARTHA

Maybe he knows where Clark is. He's our

only chance.

A look of doubt fills Jonathan's face.

He looks at Martha.

JONATHAN

You're right. It's time we met this Dr.

Swann. We'll go first thing in the

morning.

CUT TO:

INT. LEX'S OFFICE, LUTHOR MANSION - DAY

Lex is signing many numerous legal documents.

He puts them in a folder and files them away.

He gets on his laptop computer to analyze his stock portfolio.

While looking over the portfolio, Lex lets out a long sigh of boredom and closes the laptop.

Lex turns on the television inside his office.

He begins channel surfing.

He comes across a local news channel broadcasting the news.

REPORTER

Turning to our top story, police in

Smallville still have no leads as to what

caused the explosion of this house earlier

this afternoon.

Footage of Chloe's burning home is shown.

REPORTER

(continuing)

Eye witnesses say two people, an older man

and a young woman, were last seen outside

the home before the explosion. Local fire-

fighters have finally succeeded in putting

out the blaze. However, there are no signs

of any survivors. We will keep you posted

as this shocking story...

Lex turns off the television. A look of disbelief fills his face.

LEX

(to himself)

Chloe...

CUT TO:

EXT. KENT FARM - THE NEXT MORNING

Jonathan and Martha are exiting the home.

They both get inside Jonathan's truck.

He starts the car and begins driving towards the highway.

CUT TO:

INT. DR. SWANN'S OFFICE - DAY

Jonathan and Martha stand in front of Dr. Swann's desk.

The back of his chair is facing them.

DR. SWANN

I see my assistant let you in. So, I finally

meet the famous Kents.

Dr. Swann swings his chair around, facing them.

DR. SWANN

(continuing)

Clark has said very nice things about you.

JONATHAN

Look we didn't drive all the way to

Metropolis for small talk. We got

your message. Do you know what it means?

DR. SWANN

The symbol? Yes, I know what means.

MARTHA

Tell us, please. We need to find Clark.

DR. SWANN

I have been researching for many years,

looking into the stars, hoping to find the

answer we've all been waiting for. That's

when I discovered the messages from Krypton.

After studying the transmissions, I

discovered they were in another language.

That's when I discovered your son, Clark.

The symbol that appeared on your farm is

the symbol for "Father."

JONATHAN

I angered Jor-El when I tried to stop Clark

from going into the vortex. Maybe it has

something to do with the symbols appearance?

DR. SWANN

You can't reason with this entity. This

symbol is a warning. Jor-El is letting

you know that you do not have control

over Clark. This entity is more powerful

than anything you've seen or faced. It will

stop at nothing to see its purpose fulfilled.

JONATHAN

Purpose? What do you mean?

DR. SWANN

The entity that keeps pursuing Clark is not

his father at all.

MARTHA

What!? I don't believe you. How can you be

sure?

DR. SWANN

Krypton no longer exists, and Jor-El no

longer exists in tangible form. Therefore,

this has to be some sort of artificially

intelligent life form or manifestation of

Jor-El's spiritual essence.

JONATHAN

And what is its purpose?

DR. SWANN

To fulfill the destiny of its creator. To

make Clark the perfect Kryptonian.

MARTHA

And what happens if Clark resists?

DR. SWANN

I believe this life form was created to

eradicate all emotions, even the human ones

that Clark now possesses. If he resists,

it will destroy him.

MARTHA

Can you help us get Clark back?

DR. SWANN

Yes, I can help you.

JONATHAN

How do we know we can trust you?

DR. SWANN

You've already come this far, haven't you?

I'm not your enemy. I'm on your side.

Dr. Swann opens a desk drawer and puts a box on the table.

DR. SWANN

Open it.

Jonathan grabs the box off of the desk and opens the box.

MARTHA

The key! How did you get it?

Dr. Swann smiles.

Jonathan picks the key up and holds it in his hand.

JONATHAN

We thought it was lost.

DR. SWANN

Clark is waiting for you. You know what to

do.

MARTHA

Thank you, Dr. Swann.

Jonathan and Martha quickly race back to the caves.

CUT TO:

INT. THE VORTEX - DAY

Clark awakens slowly, feeling groggy.

He is in a dark chamber, a vortex that Jor-El has created to keep him in his grasp.

Clark is naked, but only his upper body can be seen.

He stands up and screams into the air.

CLARK

Hello!

Clark looks around, but hears no answer.

JOR-El (O.S.)

Kal-El, my son. Do not be frightened.

CLARK

Let me go!

JOR-El (O.S.)

There is much work to be done, Kal-El.

CLARK

Why are you doing this to me?

JOR-El (O.S.)

It is your destiny. My will shall be your

purpose.

CLARK

No!

Clark falls to his knees as he feels there is no hope left for him.

Jor-El (O.S.)

It is time, Kal-El.

CLARK

Wait! Tell me, tell me why I'm here! What

do you want from me?

Jor-El (O.S.)

You are our last hope, Kal-El. Our only

chance to preserve our race.

CLARK

Please, father...tell me. What happened to

Krypton? I have to know.

Jor-El (O.S.)

A great war ravaged our planet, my son.

Men, both good and bad, battled for the

equality of all. We destroyed ourselves.

CLARK

How?

Jor-El (O.S.)

A rebel group took over the planet and

detonated a bomb in one of our grandest

cities. A thousand years later, the

effects of that very detonation began

to disrupt the planet. Krypton began

emitting a dangerous element called

Kryptonium. The radiation from this

element was killing our people in what

became known as "The Green Death." The

planet itself eventually imploded.

Clark

So, that's why I was sent to Earth.

Jor-El (O.S.)

And now it is time, my son. You will

fulfill your destiny.

Clark

No, I will choose my own path, not yours!

Jor-El (O.S.)

You will obey!

CUT TO:

INT. INSIDE JONATHAN'S TRUCK - DAY

JONATHAN

I hope we're not to late, there's no telling

what this...eradicator could be doing to

Clark.

MARTHA

Hurry, Jonathan. Something's not right, I

can feel it.

CUT TO:

INT. THE VORTEX - DAY

CLARK

I will never obey you, Jor-El! This is my

life!

Jor-El (O.S.)

You will obey!

Suddenly a beam of light surrounds Clark, putting him a trance like state, as if he were being reprogrammed.

CUT TO:

EXT. THE CAVES - DAY

Jonathan and Martha race to the cave wall.

Jonathan walks up to the wall, hesitating for a moment.

JONATHAN

I hope this works.

MARTHA

Do it, Jonathan, hurry!

Jonathan takes the metallic key out of his pocket and

places it inside the cave wall.

Suddenly, a flash of light spread throughout the caves, as the cave wall opens.

Jonathan and Martha are both thrown against the cave walls and rendered unconscious.

At that moment, Clark's naked body is harshly extracted from the vortex and lands on the ground.

He feels groggy at first, but he eventually comes around. He notices that he's naked, and lets out a very confused expression.

Then, he uses his super-speed to run into house and back into the caves. Now, he is fully clothed.

He rushes to his parents' side and tries to wake them.

CLARK

Mom...dad...wake up, please. Don't leave me.

At that moment, Jonathan and Martha come around, only to see their son is back home and safe.

MARTHA

Clark! Oh, thank God!

Martha musters enough strength to throw her arms around Clark and hug him.

JONATHAN

I knew we'd get you back, son!

Jonathan, Clark and Martha hug.

CUT TO:

INT. KENT HOUSE LIVING ROOM - NIGHT

Jonathan and Martha explain to Clark about Jor-El and how they freed him from the caves.

CLARK

So, this artificial life form is just that?

a life form? Not my real father?

MARTHA

From what Dr. Swann told us, it seems to be

some of kind of weapon used to discipline

people from your planet. Just a

manifestation of Jor-El's essence.

Clark nods his head and looks down at the ground.

CLARK

It still felt like he was real, like he was

with me.

JONATHAN

He is with you, Clark. But this thing, this

entity is some kind of twisted version of

him.

CLARK

It's so good to be back home. I can't wait

to see Chloe. I hope she's alright. I

wonder if she's still a little rattled about

the hearing.

MARTHA

Lionel has intimidated everyone in this town

for way too long. I'm glad he's finally

getting what he deserves.

JONATHAN

Let this be a lesson to you, son. Evil never

wins. I think I've had enough excitement for

one day. I'm heading to bed.

MARTHA

I'll be up a few minutes, honey.

Jonathan walks upstairs while Clark and Martha talk in the living room.

Martha looks at Clark and smiles.

She begins to cry.

CLARK

Mom, what is it?

MARTHA

(wiping away the tears)

I almost lost you, Clark. We came so close

this time.

CLARK

But you and dad came through for me. I knew

you'd find a way.

MARTHA

I don't ever want to lose you again, Clark.

CLARK

You won't. I promise.

Martha lets out a little laugh as she wipes away more tears.

MARTHA

I'm just glad you're home. Well, your father

is waiting for me. I'll see you in the

morning.

Martha gets up and hugs Clark and she walks upstairs.

Clark walks over to the front window and looks out at the stars.

CUT TO:

INT. LEX'S OFFICE - NIGHT

Lex is sitting at the fireplace and drinking a nightcap.

Suddenly, a frantic knock startles Lex.

LEX

I'm coming, I'm coming.

Lex opens the door and is shocked to see Chloe.

LEX

Chloe! What are you doing here?

Chloe looks upset.

CHLOE

My father's dead you goddamn son of a bitch!

Chloe comes at Lex throwing punches.

Lex holds her back.

CHLOE

He's dead, Lex!

Chloe begins to cry hysterically.

Lex looks at Chloe and notices that her clothes are torn. She has bruises and cuts on her face.

Lex holds Chloe by the shoulders.

LEX

Chloe, calm down. Tell me what happened.

Chloe wipes the tears away from her eyes and Lex beckons her to walk over to chairs in front of the fireplace.

Chloe stares into the fire then looks at Lex.

CHLOE

After the hearing, my dad and I were taken to

the house you had setup for us. Something

didn't feel right. One of the agents, I

thought I had seen him before.

Chloe looks back at the fire.

CHLOE

(continuing)

Anyway, my dad walked into the house. The

door shut behind us. The next thing I know

I'm being thrown out of a window. I hit

the ground hard. When I woke up, all I

could see was the house in flames. I knew

my dad was gone. I heard the fire trucks

coming. I didn't know what to do, so I waited until it was safe to come here.

LEX

I know my father is behind this, Chloe.

I knew I shouldn't have trusted the Feds.

Damnit, Chloe, I'm sorry. I should have

escorted you both there myself.

CHLOE

I should have never trusted you, Lex. Look

where it's gotten me. You said that I

would be safe, and I believed you. I thought

you were my friend.

Lex leans in towards Chloe.

LEX

Believe me, Chloe, I never intended for any

of this to happen. My intentions were truly

genuine.

Chloe gives a look of hopelessness.

CHLOE

And now my dad's dead. I should have never

written that stupid article. I'm always

chasing something, not knowing where it's

going to lead. And this time, it lead to

trouble, but I went along for the ride

anyway. What the hell am I gonna, do Lex?

I need your help. I can't do this alone.

LEX

The first thing your going to do is clean

yourself up. Come with me.

Lex and Chloe leave the office and walk down a hallway in the mansion, leading to a master bathroom.

LEX

This was Helen's private bath. You can use

anything you like in here. Take as long as

you need, Chloe. I'll be waiting in the

office.

The door shuts behind Chloe and Lex walks back into the office.

CUT TO:

INT. BATHROOM - NIGHT

We see a mirror covered in fog. You can hear water trickle from the showerhead.

Chloe's hand wipes away the fog.

She looks in the mirror.

CHLOE

(to herself)

What are you doing?

CUT TO:

INT. LEX'S OFFICE - NIGHT

Chloe walks through the office door and stands before Lex.

He's shocked by what he sees. A brunette Chloe Sullivan.

LEX

What on earth did you do to your hair?

Chloe gives off a worried look.

CHLOE

You said I could use anything in the

bathroom. I found box of hair color

in the medicine cabinet.

Lex manages a small smirk.

LEX

I always thought Helen was a natural brunette.

Lex pauses a minute and looks at Chloe.

LEX

(continuing)

It suits you.

CHLOE

Maybe now I can actually be taken seriously

as a reporter. Listen, Lex, I'm sorry I

lashed out at you earlier...

LEX

It's quite alright, Chloe. I can understand

your anger. I should have done things

differently.

CHLOE

You were doing what you felt was right.

You were helping me and my dad out. That's

a sign of a true friend.

LEX

I feel guilty, Chloe. You have been an

exemplary friend. I'd never let anything

happen to you.

CHLOE

If it makes you feel any better, the house

looked beautiful.

Chloe gives one of her trademark smiles.

Lex smiles warmly at her.

LEX

It was supposed to be an apology for putting

up with my father's many indiscretions.

Chloe sits down on the other side of Lex's desk.

CHLOE

What am I going to do, Lex? I can't stay

here in Smallville, it's not safe.

LEX

I'll take care of it. I'll give you the

best money can buy.

Chloe lets out a slight laugh.

CHLOE

Money can't solve everything, Lex.

LEX

I'm fully aware of that, but I can help you.

I can arrange a new identity for you. Get

you a new name, a new place to live;

anything, just as long as I know you're

safe.

CHLOE

Smallville is my home, it's all I've ever

known, but it's no longer safe. Will you

help me.

LEX

I'll always be there for you, Chloe. You

can count on me. First, I've got to make

a few phone calls, get everything set up.

There's a spare bedroom five doors down on

the right. You can stay as long as you like.

CHLOE

Thank you, Lex.

Chloe gets up and goes to give Lex a big, warm hug.

He seems to enjoy it.

Chloe walks out of the office and Lex sits back at his desk thinking.

LEX

(to himself)

If I was in danger and I wanted everyone to

believe I was really dead, what would I do?

Lex sits and ponders for a moment. Then, he picks up the telephone.

Intercut with...

INT. MARTHA AND JONATHAN'S BEDROOM - NIGHT

The phone rings. Martha answers.

MARTHA

Hello?

LEX

Mrs. Kent, It's Lex. I'm sorry to call you

so late. It's urgent.

MARTHA

What is it, Lex.

LEX

It's about Chloe. She's...This is so

difficult. She's dead.

MARTHA

What!? What are you talking about?

JONATHAN

Martha, what is it?

Martha puts her hand over the receiver.

MARTHA

It's Lex...

Lex turns on his television.

LEX

Turn on your televison to a local channel.

It's all over the news.

Martha turns on her television, sees the footage and is stunned.

MARTHA

I can't believe it.

LEX

I'm sorry to wake you so late, I just had

to let you know.

MARTHA

Thank you, Lex.

Martha hangs up her phone in shock. She turns to Jonathan.

MARTHA

I can't believe it. She's gone. But why?

JONATHAN

I have a feeling Lionel Luthor's behind this.

It's his only way of getting revenge against

Chloe for that article she wrote.

MARTHA

Should we tell Clark?

Jonathan thinks for a moment.

JONATHAN

No, he's been through enough as it is.

MARTHA

We have to tell him eventually.

JONATHAN

It's not the right time.

Martha stares at the television.

CUT TO:

INT. LEX'S OFFICE - NIGHT

Lex is sitting at his computer, writing at email to Lana. He is explaining Chloe's death, asking her to come home.

He hits the send button and closes his laptop.

He sits back in his chair and stares out at the stars from his office window.

CUT TO:

INT. LEX'S OFFICE - THE NEXT MORNING

Lex is sitting in his chair thinking quietly to himself.

Chloe enters.

LEX

Good morning, Chloe.

CHLOE

Hi Lex.

LEX

Did you sleep well?

CHLOE

No, not at all.

Lex nods his head and remains silent.

CHLOE

Is something wrong, Lex?

LEX

I just have a lot on my mind, Chloe.

CHLOE

What is it?

LEX

I think my father poisoned me, Chloe. At

least, I think he did. I don't remember.

CHLOE

What? When?

FLASHBACK TO

INT. LEX'S OFFICE, BENEFIT PARTY - NIGHT

A small group of business savvy people are talking, drinking; enjoying themselves.

LEX (V.O.)

After the hearing, I hosted a small benefit.

I was raising money for a local charity. I

remember feeling good, we brought in a good

sum of money. We were all drinking, laughing,

making contacts.

There are more scenes of the small party. Lex is enjoying himself.

LEX (V.O.)

I remember meeting this very attractive

young woman. I believe her name was

Michelle Henry. She was tall, brunette.

I remember seeing her often throughout the

party, but she never said a word to me

afterwards. She wasn't mingling. In fact,

she wasn't talking to anyone at all.

We see Michelle walking over to Lex's bar. She is nervous,

as if she's being watched. She is pouring something into the bottle of brandy.

LEX (V.O.)

She looked nervous, like she was hiding

Something. She seemed guilty. Anyway,

after everyone had left, I decided to stay

up for a nightcap. I had purchased a very

fine brandy. I decided to reward myself

with a drink. I was feeling good about the

hearing, knowing you'd be safe.

Lex takes a drink of the brandy and clenches his throat.

He falls over a glass table in his office and squirms in pain.

CHLOE

This woman, was she there after the

paramedics had been called?

LEX

No. In fact, I don't believe she was on

guest list.

CHLOE

I think we've found your suspect.

CUT TO:

INT. SURVEILLANCE ROOM, LUTHOR MANSION - DAY

Lex is searching frantically for the security tape from the night of the party.

LEX

How could I have been so blind?

Lex continues searching through the tapes until he finds the right one.

He puts it into the VCR.

He fast forwards until he sees the young woman.

He pauses the tape.

LEX

I'll be damned.

CHLOE

Never trust a beautiful woman, Lex.

Chloe smiles at Lex.

Lex gives her a smirk.

LEX

Chloe, stay here. There's something I have

to do.

CUT TO:

INT. KENT HOUSE KITCHEN - DAY

Clark is sitting at the table with a very concerned look on his face.

Jonathan and Martha come into the kitchen in their pajamas.

Jonathan yawns.

Martha walks over to the coffee pot, throws away a used coffee filter and starts a new fresh pot of coffee.

She notices Clark sitting at the table.

MARTHA

Clark?

CLARK

Oh, hi mom. Hi dad.

Clark looks away quickly.

Jonathan looks at Martha.

JONATHAN

Is something bothering you, Clark?

CLARK

It's Chloe. I can't get a hold of her. Her

phone has been disconnected.

MARTHA

Maybe she isn't awake yet.

CLARK

Chloe is an early riser. She spends hours a

day at the torch. This isn't like her.

Martha looks suspiciously at Jonathan.

JONATHAN

Son, would you do me a favor and go get

me the morning paper?

Clark walks to the front door.

MARTHA

What are we gonna do, Jonathan.

JONATHAN

I don't know.

Clark opens the door, bends down and grabs the paper.

He closes the door and unfolds the newspaper.

A look of horror comes over him.

He rushes back into the kitchen.

CLARK

What is this!?

Clark holds up the front page of the newspaper.

Martha and Jonathan look at each other.

CLARK

This can't be true! What's going on?

MARTHA

Clark...calm down.

CLARK

How can I calm down? I just found out

that my best friend is supposedly dead!

JONATHAN

We didn't know how to tell you, Clark! We

didn't want to put anymore stress on you.

Clark looks angrily at Jonathan.

CLARK

How long have you known about this? Mom?

MARTHA

Lex...Lex called us last night. He was

very distraught. It was all over the news.

Her house caught fire two days ago...

CLARK

Dad...

JONATHAN

I'm sorry, Clark.

CLARK

You could have told me. Lex could have told

me.

Clark uses his super-speed and exits the house.

CUT TO:

INT. SMALLVILLE POLICE DEPARTMENT - DAY

Lex is in the police station exchanging words with Sheriff Adams.

LEX

You have to believe me. This woman poisoned

me.

Lex shows gives her a photograph captured from the videotape.

Sheriff Adams looks at the photograph.

SHERIFF ADAMS

And why would she do that, Mr. Luthor.

LEX

I don't know. I know she was there in my

office the night I was poisoned.

SHERIFF ADAMS

And why should I care about some spoiled rich

kid who thinks he's above the law?

LEX

Sheriff, I know we've had our differences in

the past, but I'm trying to do the right

thing. Please...look into this.

Sheriff Adams looks at Lex and sees the sincerity on his face.

SHERIFF ADAMS

I'll look into it, Mr. Luthor.

Lex takes out a card from his inside blazer pocket.

LEX

Please...contact me if you find anything.

Lex turns away from Sheriff Adams and she watches as he exits the station.

CUT TO:

INT. LEX'S OFFICE - DAY

Lex walks into his office afer returning from the police station.

He's startled to find Clark sitting in his chair.

LEX

Clark...I'm surprised to see you here.

CLARK

When were you planning on telling me about

this.

Clark throws the newspaper at Lex. He catches it with his hand.

He looks at the front page and looks at Clark.

LEX

I visited the farm yesterday morning, your

mom said you were feeling ill. Believe me,

Clark, I'm just as shocked as you are.

Clark nods his head like he doesn't believe Lex.

CLARK

Right. Just like you promised Chloe she'd

be safe. Somebody should have warned her.

LEX

I didn't mean for this to happen, Clark.

CLARK

Don't...lie to me!

LEX

Clark...

CLARK

I know you and your father had something to

do with this Lex.

LEX

Clark, you have to believe me. I'd never

hurt Chloe.

CLARK

It's all your fault, Lex. Chloe is gone

because of you! You should have done

something more to protect her.

LEX

I did everything I could possibly do, Clark!

Lex pauses for a moment.

LEX

(continuing)

And I'm still paying for my father's mistakes.

CLARK

This isn't about your father, Lex! This is

about a promise you made to Chloe. You

said she'd be safe. Just like you said you

stopped investing me.

LEX

Please, let me try to...

CLARK

(interrupting)

I don't want to hear it!

LEX

I'm sorry, Clark.

Lex looks as if he's going to cry.

CLARK

That's not good enough, Lex.

Clark storms out of the office.

LEX

Clark...wait!

Clark stands outside the office door, breathing heavily. He has some look of regret on his face. He walks away.

CUT TO:

INT. LEX'S OFFICE - DAY

Lex's cell phone rings.

Lex takes a moment and pulls himself together.

He answers.

LEX

Hello?

SHERIFF ADAMS (O.S.)

We got her, Mr. Luthor. She's here.

LEX

I'll be there right there, Sheriff.

Lex hangs up the cell phone and exits the office.

CUT TO:

INT. SMALLVILLE POLICE DEPARTMENT - DAY

Sheriff Adams is walking down the hallway briefing Lex on the young woman.

SHERIFF ADAMS

It seems your mystery girl is quite the

catch Mr. Luthor.

She hands him a file on the young woman.

Lex looks down at her photograph.

SHERIFF ADAMS

Her real name is Stacey Price. Troubled

girl. Grew up in an abusive household.

Her mother was an alcoholic, her daddy beat

her. She ran away from home when she was 15.

Several misdemeanor crimes, forgery. Real

piece of work.

LEX

How did you find her?

SHERIFF ADAMS

Funny thing is, she was already here. She

was busted for drunken driving not more

than for days ago.

Lex and Sheriff Adams continue walking down the hallway until they reach the interrogation room.

SHERIFF ADAMS

Just wait in here while I interrogate her.

Lex stand behind the see through mirror while Sheriff Adams and her partner interrogate the young woman.

SHERIFF ADAMS

Where were you two nights ago, Miss Price?

STACEY

I was at home...

SHERIFF ADAMS

Mmmmmhmmm....You see that mirror right there

Miss Price? I got a man that says you were

in his home two nights ago at a charity

benefit he was hosting that same night.

Stacey looks nervously at the sheriff.

SHERIFF ADAMS

His name's Lex Luthor. He's got a lot of

power in this town. And I'm sure he'll do

anything to make sure you pay for what

you've done. Now...Talk!

STACEY

I'm not telling you a damn thing, lady!

SHERIFF ADAMS

Oh yeah? You want serve life in prison for

attempted murder Miss Price? I'm sure they

have an orange jumpsuit in your size.

Stacey looks down at the floor.

SHERIFF ADAMS

I can do this all day honey. You got one of

two options: You can either talk and we'll

see what we can do for you, or you can watch

your life flash before your eyes through a

prison cell. Now...what were you doing there

that night?

Lex watches from behind the mirror.

STACEY

I was working that day. On the streets. A

nice guy with a nice car came up to me. He

said he had a proposition. Said I could

make some real good money if I did this one

thing for him.

SHERIFF ADAMS

And this man...what did he ask you to do?

STACEY

He told me he wanted this Lex Luthor guy dead.

Said he knew of some charity benefit he was

throwing that night. He knew how to get me

in. He said all I'd have to do was act the

part, to just blend in.

SHERIFF ADAMS

And what did he want you to do once you got

in?

STACEY

He gave me a small vile...a vile of rat

poison. He told me to put in one of this

guys drinks, so I put it in one of the

bottles sitting on top of the bar counter.

SHERIFF ADAMS

Did you ever meet Lex Luthor, have any

contact with him?

STACEY

The guy I was working for gave me a picture

of him. I remember saying hello. I just

wanted to get out of there. I did what I

was asked to do. I just wanted my money.

SHERIFF ADAMS

This guy you were working for. He got a name?

STACEY

Harry. I think his last name was Hardwick.

Yeah, Harry Hardwick.

Sheriff Adams looks back at Lex through the mirror.

Sheriff Adams emerges form the interrogation room and talks to Lex.

LEX

What's going to happen to the girl?

SHERIFF ADAMS

If she agrees to testify against this

Hardwick fella, she'll get some type of deal.

LEX

And what about Mr. Hardwick?

SHERIFF ADAMS

We'll make sure justice is served. How do

you know this guy anyway?

LEX

He's one of my dad's long time rivals. I

guess he figured if he could get me out of

the picture, he could somehow take over my

father's company.

SHERIFF ADAMS

Well, I don't think that's gonna happen

anytime soon.

LEX

Listen, Sheriff, thank you for looking into

this. I appreciate it.

SHERIFF ADAMS

Not a problem, Mr. Luthor. Thank you...for

doing the right thing. I guess you're not

so bad.

LEX

I have my good days, Sheriff. Thank you

for your help.

Lex walks out of the police station and goes back home.

CUT TO:

INT. SMALLVILLE AIRPORT - DAY

Lana, wearing shorter more sexy clothes, exits the boarding room from the plane with a tall, dark-haired, blue-eyed man named JASON TEAGUE, a rich kid raised in Metropolis.

They walk through the airport.

LANA

Well, this is it-Smallville. Not much to

see is it?

JASON

It's charming. I've forgotten how simple it

can be. My dad and I used to take fishing

trips here.

LANA

I'm just worried. The email from Lex seemed

desperate. I'm sorry this has gotten in the way of our plans.

JASON

Lana, I told you, it's fine. Don't feel

guilty. Besides, I want to see the famed

Talon.

LANA

There's no much to see really. I just want

to get back.

Lana and Jason exit the airport and walk to a rental car.

They get in and drive off.

CUT TO:

INT. THE TALON - DAY

Lana and Jason enter the Talon.

Lana looks around the coffee shop and a feeling of relief comes over her.

LANA

Well, its just as I left it. So, this is

The Talon.

Lana lets out a big smile.

JASON

And you run this by yourself?

LANA

Well, Lex is my silent partner, but other

than that, I'm in charge.

JASON

Impressive.

At that moment, Martha Kent walks into The Talon carrying a supply of muffins.

Martha is surprised to see her.

MARTHA

Lana! I thought you weren't coming home for

another two weeks?

Lana looks down at the floor.

LANA

Lex e-mailed me while I was in Paris. I

heard about Chloe. I can't believe it. I

left as soon as I found out.

MARTHA

Lana, if there's anything I can do, don't

hesitate to ask. I'm here if you need me.

LANA

Thank you, Mrs. Kent.

Martha looks at Jason.

MARTHA

And who might you be?

LANA

This is my...boyfriend Jason.

Martha looks surprised.

JASON

Hello.

He extends his hand out to Martha's and shakes her hand.

LANA

We met each other in Paris.

MARTHA

You make a nice couple. I'm really happy

for you, Lana.

Lana smiles at Martha.

MARTHA

Oh, I almost forgot. Here is next week's

supply of muffins. Nice and fresh.

LANA

Great. One of our best sellers.

MARTHA

Well, I better go. I have some gardening

that needs done.

Martha begins to walk away.

LANA

Mrs. Kent...

Martha turns around.

MARTHA

Yes, Lana?

LANA

(continuing)

How is Clark?

MARTHA

Clark...is Clark. He's very upset about

Chloe.

Lana nods.

MARTHA

I'm sure he'd love to see you, Lana.

Lana smiles at her.

Martha leaves The Talon.

JASON

So, what made you want to renovate this old

building?

Lana seems distracted.

JASON

Lana? Hello?

LANA

Oh...my parents. They met here when they

were young. it just feels like home.

Jason nods his head, smiles and looks around.

JASON

So, who is Clark?

LANA

He's...actually, he's just a friend.

Jason nods.

LANA

So, you want a tour of Smallville?

JASON

I'd love to.

Lana smiles at Jason.

CUT TO:

INT. SMALLVILLE HIGH SCHOOL, TORCH OFFICE - DAY.

Clark is in the Torch office looking for any clues about Chloe's death.

He searches Chloe's desk, sorting through papers. He finds nothing.

He uses his super strength to open the filing cabinets containing Chloe's files. He searches the files and finds nothing of interest.

He looks back over at the desk.

CLARK

(to himself)

The computer...

He walks back over to the desk, sits down in the chair and turns the computer on.

He begins to look around.

He comes across a file folder called, "Clark's Research Project."

He double clicks it.

The photos of him and Chloe at the Spring Formal appear on the screen.

A look of sadness comes over Clark as he browses through the photographs.

Clark also notices a text file entitled: "From Chloe With Love."

Clark double clicks the file and reads it.

CLARK

Oh, Chloe...

Clark's eyes begin to well up.

Clark looks away from the computer screen.

He looks at the screen again.

CLARK

(to himself)

There's got to be something else...

CUT TO:

INT. CHLOE'S OLD RESIDENCE - DAY

Lana is upstairs in Chloe's bedroom putting everything away.

Clark bursts into her room, hoping to scout for clues.

CLARK

Lana?

Lana turns around.

LANA

Clark...

CLARK

What are you doing here?

Lana appears a little uncomfortable.

LANA

Lex...he contacted me. He told me what

happened. That's when Jason and I came

back.

Clark looks confused.

CLARK

Jason? Who is Jason?

LANA

You're not the only person in my life, Clark.

I met him on vacation....Why are you here?

Clark doesn't say anything.

LANA

Lex called me about ten minutes ago. The

funeral's tomorrow. I thought you might

like to know.

CLARK

Lana, I meant to be there...

LANA

I was hoping, but not expecting you to be

there.

CLARK

I'm sorry, something came up at the last

minute.

LANA

Stop making excuses, Clark. I'm tired of

it.

Clark becomes angry.

CLARK

I didn't mean to hurt you, Lana.

LANA

That's not good enough.

CLARK

What do you want me to say?

LANA

I want you to tell me the truth. I know

you're hiding something.

Clark just looks at her.

CLARK

This isn't the right place or time.

LANA

And when will it be, Clark? When are you

going to let me in?

CLARK

Lana...

LANA

I'm leaving tomorrow, Clark. I've decided

to go spend some time with Jason in

Metropolis.

CLARK

(sarcastically)

Have a good time, Lana.

LANA

Don't turn this around on me, Clark.

CLARK

The person I loved is gone, Lana. She's

gone.

Lana has a confused look on her face.

CLARK

No one can ever take her place...

LANA

Clark...

Clark leaves the room.

CUT TO:

INT. LEX'S OFFICE, LUTHOR MANSION - DAY

Chloe is sitting in the office waiting for Lex.

He walks in.

LEX

Sorry, Chloe, one of my meetings ran over.

I'm sorry I kept you waiting so long.

CHLOE

That's alright, Lex. So, what do I do now?

LEX

Everything has been taken care of, Chloe.

There's a taxi cab waiting to take you to

Metropolis. You can slip out the back exit

of the mansion. I have some good news.

Chloe looks confused.

CHLOE

Good news? What kind of good news?

LEX

Well, you'll be happy to know that I found

A permanent job for you.

CHLOE

Where? And how?

LEX

I called in a favor. I don't think you'll

be disappointed.

CHLOE

What kind of job, Lex?

LEX

A full-time position at the Daily Planet.

CHLOE

What? You've got to be kidding me!? How

did you pull this off?

LEX

I buried the axe with Perry White. Now

that my father's in prison, he's no longer

a threat to anyone. So, I told him I had

a friend who needed a job. I pushed and

pushed until he gave in. I'd told him he

wouldn't regret it.

Chloe looks amazed.

CHLOE

Wow, Lex, I don't know what to say. How can

I ever repay you?

LEX

By starting over.

Lex smiles at Chloe.

CHLOE

Lex...

Chloe gets up and goes over to Lex and gives him a big hug.

CHLOE

I'm never going to forget you, Lex. Take

care of yourself.

LEX

I will. You always have a place here, Chloe.

CHLOE

Thank you Lex, for everything.

Chloe took one final look at Lex, smiled and left the office.

Lex perks up and looks at his watch.

CUT TO:

EXT. SMALLVILLE CEMETERY - DAY

A slightly heavy rain falls on the ground as friends and family gather at Chloe's burial site.

Many are using umbrellas to shield themselves from the rain.

Jonathan, Martha, and Clark are seated together.

Lex is by himself.

Lana and Jason are together.

A short, stocky minister opens his bible to begin the procession.

MINISTER

Friends, family...we are gathered here

today to mourn the loss of a young life. A

life full of hope and promise.

Lana holds Jason's hand.

MINISTER

Chloe was a light in dark places. She

believed in the impossible. She wore

her heart on her sleeve. She was a

journalist of high integrity. And although

we may never see her again, he words live on.

Martha wipes away the tears on her face with a tissue.

MINISTER

Let us not forget the memories we have

shared and experienced with her. Let us

not forget that Chloe, too, will not

forget us. She will never forget her first love...her first kiss...

Clark wipes away the tears rolling down his face.

MINISTER

The devil has robbed us of time. Some of us

never got to say what we really wanted to say

to Chloe, but take comfort in knowing that

you never had to say anything at all.

Clark wipes away more tears.

MINISTER

(continuing)

Because...she knew. She was the type of girl

you knew you would never grow out of. And

may God take her soul up into heaven. And

let fall an angel in her place. May a new

life be born and the old be put to rest.

Amen. God bless and may you all return home

safely.

Everyone gets up from their seats, except for Clark.

Lex walks by the Kents and offers his condolences.

Lana also walks by the Kents and gives her condolences.

Clark gets up and stands in front of Chloe's tombstone.

Lana stares at Clark, but walks away and leaves with Jason.

Jonathan and Martha walk over to Clark.

JONATHAN

Clark, come on, son.

CLARK

Actually, if you don't mind, I'd like to

Stay here for awhile.

MARTHA

Of course, Clark. We'll see you at home.

Jonathan and Martha hug Clark and leave the cemetery.

The starts to pour down heavily as Clark stands in front of Chloe's grave.

Lex sees Clark and walks over to him.

Clark looks at Lex and looks at the tombstone.

LEX

I'm always here for you, if you need me no

matter whether your angry with me or not.

Clark says nothing, but starts to cry.

Lex begins to walk away.

CLARK

Lex...

Lex turns around.

CLARK

I'm sorry.

Clark looks sincerely at Lex.

LEX

I know, Clark. I'm sorry too. If you need

me...

Clark nods in agreement.

Clark finally lets down his guard and begins to cry.

CUT TO:

EXT. SMALLVILLE CEMETERY - DAY

Chloe is standing fifty feet away from Clark, but he can't see her.

She watches him cry.

Clark falls to his knees and sobs uncontrollably.

At that moment, Chloe acts as if she wants to scream Clark's name at the top of her lungs, but she stops herself.

She starts to cry.

She turns around and gets into the cab, which speeds away.

A clip of PJ Harvey's song, "You Come Through," plays as Clark is left kneeling down on the cemetery ground.

FADE TO BLACK.