Mrs. Small: (Amused) Henry? Can you stop saving the world for one minute and come give me a hand, please?

We pan over and see a middle aged blonde woman--Mrs. Small--standing in the kitchen, setting grocery bags on the counter. She doesn't see Lana.

Henry: Oh, okay honey. I'll be right there.

Henry turns back to Lana.

Henry: Look, Lana...

Lana: (Interrupting hopefully) I think you might be my father.

Mrs. Small: (Offscreen) Honey, are you coming?

Henry: (To Mrs. Small) Yeah, I-I'll be one second. (To Lana) Look, Lana...you've made a mistake…

Lana: (Interrupting) But I…

Henry backs up, stepping back from Lana.

Henry: (Nervously) I...have a family now. Please, don't bother me again.

Henry heads off quickly for the kitchen.

Cut to a shot from outside the house. Lana, very upset, quickly exits the house and runs down the stairs, close to tears.

Cut to a shot inside the Kent farmhouse. Clark sits with his mouth wide open, while a nurse swipes the inside of his mouth with a cotton swab. Martha and Jonathan look on uncomfortably. The nurse finishes getting her sample, and smiles at Clark.

Nurse: There. Now that didn't hurt a bit, did it?

The nurse picks up her equipment and prepares to leave.

Ethan: I'll let you know.

Jonathan nods, and follows Ethan and the nurse toward the door. Clark stands up and starts to follow, but Jonathan puts a hand on his arm as he passes him, letting Clark know to stay put. The nurse and Ethan exit the living room, and Clark speaks up.

Clark: Dad...

Jonathan, still watching their guests leave, holds a hand up to stop Clark from talking until they are sure Ethan and the nurse are out of the house. Once they hear the front door close, Jonathan speaks.

Jonathan: You had to do it Clark. If we'd have refused, they'd have dragged us into court.

Martha: What happens when they start looking at Clark's DNA under a microscope?

Clark: If I even *have* DNA.

Jonathan: That's why we have to make sure that nobody gets a chance to analyze that sample.

Clark simply looks at his father, realizing what he has to do.

Cut to a shot of Metropolis at night. We pan over the skyline, then cut to a shot inside a medical lab. A guard waits for a set of sliding doors to open, and as they do, he walks down the hall. The guard makes a turn and heads away from the hallway. As he does so, pair of doors on the other side of the hallway slide open, and Pete and Clark slip inside the facility.

The two boys break into a light jog as they hurry down the hallway. Clark comes to a door and opens it. The writing on the door says the door leads to the Genetic Testing lab.

Clark: (To Pete) This is it.

Clark and Pete enter the lab, and Clark scans the room with his X-Ray vision. He stops on a metal cabinet, and sees tubes of DNA tests inside.

Clark: There.

Clark walks over to the cabinet, and bends the thick metal door back.

Pete: (Glancing around) Man, this "Mission Impossible" stuff is great.

Clark reaches inside and pulls out the tube marked "Kent, C". He looks at it, then turns to Pete.

Pete: But other than my scintillating conversational skills, I still don't understand why you brought me along.

Clark smiles slightly and holds the tube out to Pete.

Clark: I need your spit.

Pete just looks at Clark like he's gone crazy, then at the tube.

Cut to a shot of the Kent farm, the next morning. We go inside the farmhouse and see Martha and Jonathan sitting in the kitchen with worried expressions on their faces. Clark enters from outside and the Kents turn to him quickly.

Clark: You can relax. We switched the sample. No one saw us.

Jonathan: Clark, I-I'm sorry to put you through all this.

Clark: (Tossing his jacket on a chair) It's not your fault, Dad. I guess it just comes with the territory.

Jonathan: (Uncomfortably) Yeah...uh, I'm gonna go work on the combine.

Jonathan exits, and Clark sits down across from his mother.

Clark: (Confused) Everything's okay. Why does Dad still seem upset?

Martha: This has been tough on him. He always said making a deal with the devil was going to come back to haunt us.

Martha gets up and comes around to stand next to Clark.

Clark: (Curiously) Then why did he do it.

Martha just shakes her head slightly, not really wanting to spill more details.

Clark: Come on Mom. Why'd you need Lionel Luthor's help in the first place?

Martha: You have no idea the kind of pressure we were under...

As she talks, Martha walks to the edge of the kitchen, gazing out toward the living room floor.

Martha: (Continuing) We suddenly had this new little person in our home, and we didn't know what to do with you. We were completely overwhelmed.

As the camera pans around, we see three year old Clark, sitting right where Martha was gazing. He's clad in a little blue T-shirt, with matching shorts and red socks. He sits on the floor surrounded by toys, playing with an old fashioned space ship. He looks up and smiles, and we see Martha, clad in the same outfit she was wearing in the earlier flashback, kneeling next to him. Jonathan is sitting in the kitchen, watching them.

Martha: (Happily) Thank goodness your mother was a pack rat.

Jonathan: (Gently) Sweetheart, he's not ours to keep.

Martha: I just keep feeling there's a reason he's here. He's exactly what I wished for in the flower shop.

Jonathan gets up and comes over to kneel next to Martha and Clark.

Jonathan: Hey. Since when did Martha Kent believe in magic wands.

Martha: (Cupping Clark's cheek) Since the moment I laid eyes on this little boy.

From behind them comes a knock on the door. Both the Kents glance toward the door, and Jonathan gets up quickly.

Jonathan: (Urgently) Get him upstairs. Hurry, go on.

Martha scoops Clark up in her arms and carries him from the room as Jonathan heads toward the door.

Jonathan: (Calling toward door) Uh, just a--just a second.

Jonathan glances over his shoulder to make sure Martha has left the room, then opens the door. Ethan is standing on the porch.

Ethan: Evening, Jonathan.

Jonathan: Ethan.

Ethan: (Concerned) I saw what was left of your truck out on Route 17. I wanted to stop by and make sure you're alright.

Jonathan: Oh, yeah, we're, uh, a little banged up, but we're fine. Look, I-I'm sure there are folks who need your attention a lot more than...

Jonathan is interrupted as Clark runs into the room. Martha chases after him, laughing slightly. She catches him and pulls him close, smiling up at Ethan and Jonathan.

Ethan: (Curiously) Who's the little fella?

Martha: He got away from me. He's a strong little guy.

Ethan steps inside and walks toward Martha and Clark, while Jonathan attempts to explain.

Jonathan: That's um...

Martha: (Quickly) Clark. I thought my family name would make a good first name. Deputy, I would like you to be the first one in Smallville to meet our son.

Martha crosses to stand next to Jonathan and Ethan, and they all look down at Clark. Ethan looks at the Kents curiously, and Martha quickly corrects herself.

Martha: Adopted, of course. Uh, we just brought him back from Metropolis this morning.

Ethan: (Happily grinning at Clark) Well, I didn't know you folks were planning to adopt.

Jonathan: Oh, Ethan, you know us. We like to keep to ourselves, but it's been in the works for quite a while.

Ethan: (Clapping Jonathan's shoulder) Well, congratulations. It's nice to see something good happen in the middle of all this tragedy.

Martha smiles down at Clark and extends her arms toward him. Clark throws himself into her arms, hugging her legs tightly. As we pan up from Clark's POV, we see Martha looking down lovingly. As she looks up, we see it is actually present day Martha looking down lovingly, much as she must have looked that day.

Martha: He was right. (Walks back to where Clark is sitting at the kitchen table) You were the one good thing that happened that day.

Clark: So you just made it up, spur of the moment.

Martha: I couldn't say we found you in a cornfield. Once the words came out, I-I knew we'd have to back them up eventually, so we called Lionel Luthor, cashed in that favor. He arranged everything.

Clark: (Curiously) If everything worked out, why'd you keep it a secret?

Martha starts to tell Clark, but is interrupted by Lex's voice offscreen.

Lex: Hey.

Clark and Martha glance over, and we pan over to see Lex walking through the door.

Lex: I hope I'm not interrupting anything important.

Martha: (A bit nervously) Uh, not at all, Lex.

Cut to a shot inside the Kent barn. Clark and Lex climb the steps to Clark's loft. Lex is shifting a basketball from hand to hand as he talks.

Lex: Ever wish you had a big brother to help you with your jump shot?

Clark moves past Lex, taking the ball from him.

Clark: (Chuckling) I think I've managed to become a pretty decent player on my own.

Lex: (Casually) Rachel Dunleavy came to see me.

Clark stops on the landing at the mention of Rachel's name.

Lex: She says you and I have a few chromosomes in common. My father's chromosomes to be exact.

Clark turns back to Lex.

Clark: You mean...

Lex: (Dryly) Personally, I think I got all the looks in the family.

Clark glances down at the ball, pausing before speaking, choosing his words carefully.

Clark: Look, I don't know what happened between her and your father, but she's not my mother.

Lex: Trust me, I'm as skeptical about her as you are. For all I know, this is some elaborate scheme to win a paternity suit against my father.

Clark: Did you ask him about it?

Lex: (Taking the ball back from Clark) I didn't want to make any accusations until I had more facts. It's not hard to imagine. In the annals of extramarital exploits, my father probably has his own chapter.

Lex takes a jump shot, tossing the ball into a nearby empty crate at the top of the stairs. He climbs the steps, retrieving the ball from the crate.

Clark: It doesn't bother you? I mean, I know how close you were to your mother.

Lex: To the extent that it caused my mother pain? Sure, it bothers me. But, unfortunately, not every marriage is quite as Rockwellian as Jonathan and Martha Kent's.

Clark and Lex study each other, Clark realizing that Lex's words are true.

Lex: (Taking a seat next to the crate) Anyway, I told Ms. Dunleavy that in the 21st century, people shouldn't be making claims like hers without the DNA evidence to back them up.

Clark's eyes widen slightly as he realizes where Rachel got the idea for the DNA test.

Lex: (Slightly hopeful) So, what do you think Clark? (Tosses the basketball to Clark) Is there a chance we could be brothers?

Clark: (Sadly) As cool as that would be Lex, we're not.

Lex just studies Clark for a moment, then looks down sadly.

Cut to a shot of the outside of the Luthor Manor. We go inside and see the doors of Lex's study being opened. A servant steps through the door and walking behind him is Rachel. Lionel is standing inside the study, and the sound of the doors opening alerts him to Rachel's presence.

Lionel: Rachel. When the guard called and told me you were down at the gate, I didn't believe him. I thought we had an agreement.

Rachel: (Walking toward Lionel) I just got the results from the DNA test. (Angrily) I don't know how, but you did something to alter them.

Lionel: (Walking away) Did what? What are you talking about?

Rachel: (Following Lionel) Clark Kent is our son and you know that!

Lionel pauses and turns back toward Rachel.

Lionel: (Dimissive) You haven't changed, Rachel. (Pulls off his sunglasses) You are still completely irrational. (Walks away)

Rachel: (Upset) No. The only irrational thing that I ever did was to let you rip my child from my arms.

Lionel: (Matter of factly) You were well compensated and well taken care of.

Lionel turns back toward Rachel as he speaks.

Rachel: (Disbelieving) What, you think money made up for seven years in a psychiatric ward?

Lionel: You needed help.

Rachel walks over and stands right next to Lionel.

Rachel: No, what I needed was a home and a family. After you were through with me, that was never going to happen. Not with Lucas, not with anybody.

Lionel: (False concern) Oh, why didn't you continue your treatment?

Lionel starts to walk away, but Rachel rushes in front of him and stops him.

Rachel: (Insistant) I didn't need any treatment! You just wanted me out of the way.

Lionel: Classic denial.

Rachel: (Shaking her head) Oh, this isn't over Lionel. I'm going to expose you.

Lionel: (Unconcerned) Expose me--to whom? My wife is dead. You know that.

Lionel reaches out and softly strokes his fingers along Rachel's face. She tries halfheartedly to pull away

Lionel: (Seductively) Are you still as beautiful, Rachel?

Lionel leans in closer, and whispers into Rachel's ear.

Lionel: (Softly) Oh, you were lovely.

Lionel gently kisses Rachel's ear, and trails a few light kisses down the side of her face. Rachel closes her eyes and sighs, turning her head, but making no attempt to step away.

Lionel: (Softly) You have to move on. Forget the past. If you need help, I'd be happy to call Dr. Fryberg. I'm sure he'd be more than willing to make room for you at the clinic.

At those words, Rachel opens her eyes and gets a look of intense fear on her face. She looks at Lionel, and pulls away. She cries out in fear, and runs from the room. Lionel looks in the directions of the sounds.

Cut to a large purple garage door, emblazoned with the LexCorp logo. A sign in front states the garage is for "Staff Parking Only". The door opens, and Lex, driving a silver convertible sports car, pulls out of the garage. He starts to speed out of the lot, but slams on the brakes as he sees Rachel standing directly in his path.

Lex: (Confused) Ms. Dunleavy?

Rachel doesn't respond, just walks around toward the drivers side.

Lex: (Concerned) Is everything alright?

Rachel reaches the drivers side of the car and pulls a small syringe from her pocket. She raises it toward Lex, who tries to move away.

Lex: Whoa, whoa, whoa...ahh!

Lex doesn't really have anyway to escape, and he winces as Rachel plunges the syringe into the side of his neck.

Rachel: (Whispering) There.

Within seconds, Lex is unconscious, and he slumps over in the seat as Rachel gently strokes his neck.

Cut to a shot of Clark and Lana, sitting on the steps to Clark's loft. Clark is flipping through a photo album, and the two are smiling and laughing at the photos.

Lana: (Impressed) Wow, that is quite a catch.

Clark: Took all my strength to pull that one in. My dad even had to help me land it.

Lana: You're lucky you've got such a great father.

Clark nods slightly and continues flipping pages in the album, smiling at the photos.

Lana: I heard you and Chloe had a big fight.

At the mention of Chloe's name, the smile falls from Clark's face and he stops flipping through the album. He shuts the album quickly, and gets up, moving away from Lana.

Lana: Don't worry. She didn't give me any details.

Lana climbs to her feet and follows Clark up toward the landing.

Lana: I assume that this is shrouded in the usual Kent cloak of secrecy.

Clark stops, and puts his hands on the railing, leaning on it. Lana comes to stand next to him, waiting for an explanation.

Clark: Chloe promised not to look into my adoption, then she did. (Slightly angry) Now I've got a woman in town claiming to be my mother.

Lana: Is there any chance?

Clark: (Shaking his head) No. Not in a million years.

Lana: So she just showed up out of the blue?

Clark: Yeah, she ambushed me at school. "Hi Clark, I'm your mother." (Annoyed) I mean, who does that?

Lana looks away, then sheepishly raises her hand. Clark looks at her questioningly.

Lana: Do you remember that guy in the photo with my mom?

Clark nods.

Lana: I kind of found out who he was. His name's Henry Small. I went to his house.

Clark gives Lana a look of utter surprise.

Clark: How'd it go?

Lana: (Dryly) Well, uh, he hates the Talon, hates the Luthors, compared me to the Nazis, and told me to never come back again.

Clark: (Dryly) That good, huh?

The two gaze down into the barn for a moment, each lost in their own parental issues.

Clark: (Sympathetically) I'm sorry.

Lana: It's okay. I have done pretty well without a father this long. I don't know why I thought I needed one now.

Clark pauses, considering the situation.

Clark: I do.

Lana looks at him questioningly.

Clark: Lana, we're different. We don't get to see our biological parents every day, and see a little piece of who we are, who we may become. If I had a chance to get to know my birth parents, I wouldn't give up just because the first meeting didn't go the way I hoped.

Lana nods slowly in understanding.

Cut to a shot of a large gray farmhouse. Inside, we see Lex, unconscious, and strapped to a chair with thick, heavy tape. Rachel puts her hand under Lex's chin and lifts up his face, gently wiping the sweat from his brow with a cloth. At her touch, Lex comes to with a start, struggling to get away.

Rachel: (Soothingly as she continues to wipe Lex's face) No, no, no, no, no.

Lex: (Slightly groggy) Where am I?

Rachel: (Soothingly) You're at my house. I bought it with the money that your father gave me. I knew I'd need it one day, so I never spent it. I'm fixing it up so that Clark would feel at home here.

As she speaks, Rachel walks away from Lex, looking around the house as she imagines Clark living there.

Lex: (Trying to twist around in the chair) I know how hard it must be.

As Rachel talks, Lex continues struggling against his bonds.

Rachel: Oh, no, no. You don't. All those lost years... (Upset) Martha Kent getting to bake the birthday cakes. Martha Kent getting to dry his tears…

Lex: So that gives you the right to kidnap me?

Rachel shakes her head.

Rachel: (Desperately) Well, believe me I didn't want to do this, but your father gave me no choice.

Lex: (Attempting reason) Look, if my father's lying and Clark really is my brother, I want to know just as much as you do.

Rachel just shakes her head.

Lex: But how does holding me prisoner help you?

Rachel: Because, Lex, either your father tells the truth, or he's going to know the pain of losing his son.

At the mention of his father actually telling the truth, Lex gets a look of realization on his face--realization that it will never happen. He begins to struggle mightily against his bonds, as Rachel dials a number on her cell phone.

Cut to a shot of Lex's study. Martha is sitting at the desk working, as Lionel slowly sets the phone down on the desk.

Martha: (Concerned) What's wrong?

Lionel: (A hint of fear) Rachel Dunleavy. She's kidnapped Lex.

Martha: (Shocked) Oh my God.

Lionel: If I don't call a press conference announcing that Clark's adoption was a sham and that he's my illegitimate son, she's...she's going to kill Lex.

Lionel stands in shock, as Martha looks on in fear.

Cut to a shot inside Smallville High. Chloe stands at her locker, putting books inside. We pan over and see Clark walking down the hall. He spies Chloe and hurries toward her.

Clark: (Relieved) Chloe, I'm so glad I found you.

Chloe: Okay, there's a sentence I never thought I'd hear again.

Clark: (Apologetic) We both did and said things that we regret. I know I did.

Chloe: (Insistant) Look, you have to believe that I would burn my press pass if I thought it would come between us.

Clark: (Amused) No you wouldn't. It's too much of who you are… And right now, I need it.

Chloe looks at Clark, willing to do whatever he needs.

Cut to a shot inside the Torch office. Chloe is seated at her computer, and Clark is sitting on a table behind her.

Chloe: If Rachel Dunleavy did buy a house in Smallville, she'll be listed with the county clerk. It's just going to take a minute to get a hit.

Clark comes over and sits next to Chloe.

Clark: (Regretfully) Chloe, what I said about your mother...I was way out of line.

Chloe just shrugs it off like it didn't bother her.

Chloe: It's cool. (Smiling) We all have family secrets I guess. (Pauses) She left when I was five, so... I came downstairs and... There was my dad, trying to make waffles. He never even really explained why she left. It was weird.

Chloe laughs nervously as she's telling the story, as if it is no big deal, but as she finishes she has a few tears in her eyes.

Clark: (Sincerely) I'm sorry.

Chloe shrugs again. Her tone is matter of fact, but it also quivers slightly with tears.

Chloe: It's just hard thinking you weren't good enough for someone to love.

Chloe turns back to the computer. Clark reaches over, covering the hand she's using to operate the mouse with his own hand.

Clark: (Firmly) Don't ever think that.

Clark smiles at Chloe, and she gives him a sad little smile back. The computer beeps, and Chloe turns to it.

Chloe: Oh. Uh, there is no record of Rachel Dunleavy.

Clark gets up, pacing as he thinks.

Clark: Um...try the name Lucas Luthor.

Chloe: (Surprised) Okay. You're going to have to explain that one to me later.

Chloe types in the name, and instantly the computer beeps. We see the screen, which says, "Lucas Luthor 1436 Blueberry Park Lane, Smallville, Kansas, 67254." Clark reads the info over Chloe's shoulder before she even realizes it's on her screen, and we hear the whoosing sound as he speeds out of the office.

Chloe: (Surprised) Oh. Bingo. There's his address.

Chloe turns in her chair and looks around, then sighs as she realizes she's all alone.

Cut to a shot inside Rachel's house. Rachel is watching Lionel Luthor on the TV, her back to Lex, who is still taped to the chair. Lex turns his head as far as he can, trying to see the TV as well. Lionel begins speaking. Rachel watches the TV intently.

Lionel: (On TV) Thank you, ladies and gentlemen for coming on such short notice. I, um, I have an important announcement to make that concerns my family. My son, Lex Luthor, has been kidnapped. I want to say to his abductor... I will never give in to your demands.

At his father's words, Lex gets a look of incredulous disbelief on his face, and immediately begins struggling furiously against his bonds.

Rachel: (To TV) No. Wha...no! NO! NO!

She begins pounding on the TV as Lionel continues speaking.

Lionel: (Continuing) If you harm him in any way, I will not rest until you are hunted down and locked away. This time, forever.

Rachel: No! No! No! No!

Lex, meanwhile, continues to struggle. He has managed to loosen the tape binding his feet to the chair, and rubs the tape against the chair leg, trying to loosen it more.

Rachel runs past Lex and into another room, as Lionel continues to speak.

Lionel: It has always been the policy in my company and my family never to negotiate with kidnappers, terrorists...

In the other room, Rachel picks up a large axe, and heads back out toward Lex.

Lex: (To Rachel) Where are you going? (Sees the axe) No!

Rachel brings the axe up over her head.

Rachel: Your father just killed you, Lex.

Lex begins to freak out, and cries out in fear. Rachel swings the axe around, yelling. As she does so, Lex gives his feet a mighty yank. The tape rips loose, and Lex brings his feet up, kicking Rachel in the mid-section, shoving her across the room. Unfortunately, as he does so, his backward momentum causes the chair to tip backwards. With his hands still bound, Lex has no way to break his fall, and is knocked unconscious as the chair tips over and his head slams against the floor.

Rachel climbs to her feet and grabs the axe, as Lex lies unconscious on the floor.

Cut to a shot of the roads outside. We see a red and blue blur as Clark speeds along the road, skidding to a stop in front of the house he thinks belongs to Rachel. Using his X-Ray vision, he sees one figure slumped on the ground while another figure stands over it, raising an axe, about to strike.

Clark speeds up the walk, and the front door shatters as he bursts through it. As Rachel swings the axe down toward Lex, Clark throws himself across the room, directly into the path of the axe. The axe makes contact with his stomach and shatters into several pieces. Clark crashes against the opposite wall, while Rachel looks at the axe handle in shock. Clark climbes to his feet, and Rachel drops the axe handle.

Rachel: (Stunned) Who are you?

Clark: That's what I've been trying to tell you. I'm not your son.

Rachel: (Breaking down crying) No. Oh no...

Rachel collapses to the floor, sobbing. Clark comes over and hugs her, trying to calm her down.

Cut to a shot of the Talon sign. Inside, Lana is pouring coffee for two customers.

Lana: If you guys need anything else, give me a shout.

Cutomer: Thanks.

As Lana turns to head back to the counter, she runs into Henry, who is entering.

Henry: Cute place. Very colorful.

Lana: (Surprised and nervous) Mr. Small.

Henry: Call me Henry.

Lana: (Pointing to the pot in her hand) Umm, can I… Can I get you a coffee? (Laughs nervously) Of course, you wouldn't want a coffee.

Lana heads back toward the counter, and Henry follows.

Henry: Regular coffee would be great.

Henry reaches into his jacket pocket and pulls out a sheaf of paper.

Henry: I got your letter. And yes, you did ambush me... But from the way you describe yourself, it might just be a habit you got from me.

Lana looks at Henry in shock.

Lana: So you are my father?

Henry: I don't know.

Lana nods, disappointed.

Henry: But I'm willing to find out.

Lana smiles at Henry as tears begin to well up in her eyes.

Cut to a shot of Clark's loft window at night. We go inside and see the Kents discussing the events of the day.

Martha: Rachel's been admitted to a private psychiatric clinic. Even if she tries to explain what you did, nobody will believe her.

Clark: I really feel sorry for her.

Martha nods.

Jonathan: I can't even imagine what it must've been like having to give up that baby.

Martha: (Relieved) I'm just glad our own family is still in one piece.

Jonathan: (Smiling slightly) Not even Lionel Luthor could tear us apart.

Clark looks curiously between his parents. Jonathan notices the look, and the smile falls from his face. He starts to walk away, but Clark calls out.

Clark: But Lionel helped us. Dad, why do you hate him so much?

Jonathan just shakes his head. Martha looks at him, encouraging him to tell Clark the entire story. Clark notices the look, and glances back and forth at each of them. Jonathan bites his lip, and begins to talk.

Jonathan: The morning he came by with the adoption papers, I..thought I'd never lay eyes on him again.

Jonathan turns toward the barn entrance. As he does so, the camera pans down and we see Lionel, briefcase in hand, entering the barn as sun streams in from outside.

Lionel: Mr. Kent.

We see Jonathan up in the loft, lifting bales of hay. He starts down the steps as Lionel starts up them.

Jonathan: Mr. Luthor.

Lionel: (Chuckling) Well, you can call me Lionel. Please.

The two men meet on the lower landing. Lionel extends his hand, and Jonathan shakes it.

Jonathan: Lionel.

Lionel chuckles, and sets his briefcase down against the top of the railing, and opens it.

Lionel: I think you'll find everything in order.

Lionel pulls out a several documents, and hands them to Jonathan.

Jonathan: (Gratefully) Oh, thank you. And thank you for bringing it out here yourself. You really didn't have to do that.

Lionel: (Smiling) We're taking Lex back to Metropolis today.

Jonathan: (Happily) Hey, that's fantastic. I'm glad your son is going to be all right.

Lionel: Thank you, thank you.

Jonathan unfolds the documents and studies them, as Lionel reads over his shoulder.

Lionel: There is one thing I'd like you to do for me.

Jonathan: Yeah?

Lionel: I'm sure you've heard that the, uh, Ross brothers are having second thoughts about selling me their factory. They don't want to sell to an outsider. They're friends of yours, aren't they?

Jonathan: (Uneasily) Yeah, yeah, they are.

Lionel: (Shrugs) Talk to them, convince them that, uh I only have Smallville's best interests at heart. I think it would make a difference.

Jonathan: (Uneasily) Um, I-I really don't think that's... Really any of my business, Mr. Luthor.

Lionel: (Chuckling) I understand.

Lionel claps Jonathan on the shoulder, then turns back to his briefcase, closing it up as Jonathan heads back up into the loft.

Lionel: (Offhandedly) I'd be careful with that certificate if I were you. I wouldn't want the Department of Family Welfare to find out young Clark's adoption is a sham.

Jonathan stops climbing the steps, shocked. Lionel smiles to himself and starts down the steps onto the barn floor.

Jonathan: (Stunned) W-wait, are you threatening me?

Lionel: Of course not. I'm just asking for a small favor.

Lionel chuckles and walks away, while Jonathan slowly climbs the steps, studying the adoption papers. He pauses on the upper landing, and watches in dismay as Lionel steps out of the barn.

We pull back and see Jonathan, present day, standing in the exact same spot on the landing, facing the barn door. His eyes are closed, and his face is pained.

Clark: (Softly) So you did it. You convinced the Rosses to sell.

Jonathan: (Regretfully) I helped the Luthors get a foothold in this community. The smokestacks, the toxic dumping, all the people who were cheated, including Pete's family. None of that would've happened if it weren't for me.

Clark: (Sympathetically) Dad, you couldn't have known.

Jonathan: (Slightly angry) Nah, I should have known, Clark. I knew exactly what kind of man Lionel Luthor was

Clark: Why didn't you tell me?

Jonathan: Because I knew that you would do exactly what you're doing right now, which is blame yourself.

Clark: (Sadly) You were trying to protect me. It is my fault.

Jonathan: (Firmly) No. You never believe that. This was my decision. This is my fault. (Pauses and looks from Clark to Martha) Mine alone.

Jonathan turns and heads down the stairs. Martha and Clark move to the landing and watch sadly as Jonathan exits the barn, his shoulders slumped with guilt.

Cut to a shot of Lex's study. Lionel is sitting in a chair, listening to Madam Butterfly. He reaches over and fumbles slightly in an attempt to local his glass of scotch on the end table. He finds it and brings it toward his chest. Behind him, the study doors open and Lex enters the room.

Lionel: Lex? That you?

Lex: (Dryly) Still alive and kickin, Dad. No thanks to you.

Lionel: (Chuckling) You're a survivor, son. I knew she wasn't going to kill you.

Lex: Not for lack of trying.

Lex crosses the room, stopping in front of the fireplace and facing his father.

Lionel: (Matter of factly) I couldn't give in to her. You must know that.

Lex: (Sarcastically) Like you did all those years ago?

Lionel: (Contemplative) I, uh, loved your mother very deeply, Lex, but I was not a perfect husband. I strayed. If you've never been tempted Lex, I'm sure one day you will be.

Lex: We're not talking about me, Dad. We're talking about Rachel Dunleavy. Did she bear your illegitimate son or not?

Lionel: I never knew she was pregnant. Then she reappeared one day with a child she claimed was mine, demanding that I leave your mother and marry her.

Lex sits down in the chair next to Lionel.

Lex: (Unsurprised) So you bribed her to give the child up for adoption.

Lionel: (Firmly) She was imbalanced. She threatened me. Your mother was too sick to burden her with a scandal.

Lex: (Sarcastically) Your altruism is inspiring, Dad.

Lionel: (Insistant) I did what I thought best for everyone. I had the child placed with a suitable family.

Lex: Not the Kents?

Lionel: (Chuckling) The Kents? Don't be ridicules.

Lex: (Demanding) Then where is he?

Lionel takes a long pause, swirling his glass of scotch.

Lionel: (Hesitating) He, um, died before his first birthday.

At this news, Lex gets a look of great sadness on his face, and his eyes get slightly glassy. He swallows hard, and looks down, almost blinking back a few tears.

Lionel: (Rubbing his eyes) Forgive me, Lex, I'm very tired. It's been a long day.

Lex takes a deep breath and looks up at his father in understanding.

Lex: (Softly) Sure, Dad.

Lex gets up and walks toward the door. He pauses for a moment, studying his father, before leaving, pulling the door shut behind him.

As the music swells, Lionel opens his hand, which he's kept closed the whole time. Inside is a gold locket. He opens it, running his hands over something stored inside, with a slight smile on his face.

Cut to a shot of the inside of the locket. As Lionel moves aside a lock of blonde baby hair, we see that also inside the locket is a picture of a happily smiling Lionel along side a young boy with reddish hair, who looks around the age of 6 or so...presumably Lucas Luthor.

End of show.

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This Episode of Smallville featured music by:

"Yesterday" by Hef

"Otherwise" by Morcheeba

"Put It Off" by Pulse Ultra

""Un Bel Di Vedremo" (Madame Butterfly)" by Renata Tebaldi, Puccini "Madame Butterfly" Scenes & Arias

"17 Years Down" by Wonderful Johnson

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Transcribed by: Shannen

Betaed by: