Episode #212 - "Insurgence"

Original airdate: January 21, 2003

Written by: Kenneth Biller & Jeph Loeb

Directed by: James Marshall

Open on a shot of a man's stapled hands. As the camera pulls back, we see it's Lex, sitting behind his desk with a none-too-pleased expression on his face.

Lex: (Controlled anger) I was under the impression that the deal had closed.

Lawyer: (Remorseful) Mr. Luthor, I'm sorry.

Lex: I don't want "I'm sorry." I want to know how the hell my father beat me out of a 150-million dollar contract that you assured me was a done deal!

Lawyer: The only way they would have known the exact dollar amount was if they had inside information.

Lex: (Anger rising) And since you and I were the only ones who knew about it, and I certainly didn't tell my father, that leaves you in a very uncomfortable position.

Lawyer: If I no longer have your confidence, I'll tender my resignation in the morning.

Lex gets up from behind the desk and walks angrily toward his lawyer.

Lex: (Threateningly) My father would want more than your resignation. He'd hobble you at the knees and do everything in his power to insure you'd never work in the corporate world again.

The lawyer swallows fearfully, and slowly turns to leave. As he does, Lex calls after him, his voice still angry, but not threatening. As Lex speaks, the lawyer turns to face him.

Lex: But I'm not my father. All I want to know is how he found out. And how I can stop it from ever happening again.

The lawyer nods in understanding, a grateful look on his face as he realizes Lex is not going to destroy him. The lawyer turns and walks quickly from the room.

Lex watches his lawyer leave, then turns and leans on his desk, his face a mask of controlled fury. He glances down and his gaze falls on a magazine featuring a picture of himself and Lionel, with the headline, "Will The Son Surpass The Father?". With a growl of anger, Lex sweeps his arm across his desk, knocking everything--magazine, papers, computer monitor, flower vase--to the floor in frustration.

Lex collects himself, then walks over to the mess. He kneels down and begins gathering up the pieces. He picks up a flower bud which was inside the vase of flowers on his desk. As he looks at it, he notices a tiny, thin needle sticking out from the top of the bud. He pulls the needle out to reveal a tiny listening device hidden inside the flower. A look of realization crosses Lex's face as he glances around his office, now knowing how Lionel got his inside information.

Cut to a shot of the Lex's study, sometime later. The office is in a state of disarray--tables overturned or covered with objects from other parts of the room. Rock music blares from the stereo as we see Lex tearing apart his bookcases, flinging the books to the floor. Glancing at a painting on the wall, Lex reaches down and picks up a metal bar (it looks like a leg from a small desktop globe or even a small end table of some sort) from his desk. He walks over to the painting and uses the edge of bar to rip the canvas to shreds.

Cut to a shot of the side door into Lex's office. Clark opens the door, pushing a chair out of the way, and glances around in confusion at the trashed office as Lex continues to rip apart the painting.

Clark: (Confused) Lex, what's going on?

Lex glances up, but doesn't answer. He drops the painting and puts a finger to his lips, shushing Clark. Walking over to the stereo, Lex turns the music up several notches, then walks toward Clark.

Lex: Big Brother is listening, or should I say "Big Daddy"? (Indicates his desk) These are just what I found so far.

We see several listening devices and tiny cameras scattered across Lex's desk. Lex picks up one and shows it to Clark, who takes it and examines it.

Lex: State of the art in high-tech surveillance. I'm going to have to bring in a team of experts to sweep the rest of mansion.

Clark: (disbelieving) What are you saying, your dad's spying on you?

Lex: I had the inside track on a multi-million dollar contract. At the last minute, LuthorCorp manages to underbid me. You do the math.

Clark: Lex, you got to calm down...

Lex: (Angrily) Don't tell me to calm down, Clark! How would you feel if someone were listening to every private word you uttered, learning all your secrets?

Clark considers this for a moment, as Lex goes back to trashing the office looking for bugs. Clark glances around, and focuses his X-Ray vision on Lex's bookshelves. His eyes widen at what he sees.

Clark: (A bit worried) Lex. These devices could be anywhere. They could be in the sofa cushions or the heating vents.

Lex: I already checked.

Clark: What about your stereo?

Lex walks over to his bookshelf, and peers through the glass doors protecting the small CD/stereo system. From behind the glass, we see his expression turn to fury as he spies the small camera hidden inside the stereo. He raises the metal bar in his hand and swings it toward the stereo. As he smashes the stereo, the screen suddenly goes to snow as the camera is destroyed.

[Opening credits]

Cut to a shot of a framed photograph of the Kent family, looking happy. As the camera pans down the hallway and into the kitchen, we see Jonathan standing next to the stove, putting something on a plate as Clark wipes down the counters with a dishtowel. Finishing at the stove, Jonathan takes his plate toward the table as Clark turns around.

Clark: (Taking Jonathan's plate) Hey, Dad, you want me to make this extra crispy for you?

Jonathan: (Taking the plate of fried chicken back) No thanks, but if I do say so myself, I've cooked this bird to a golden brown perfection, just the way your mother likes it.

We see a large picnic basket, and various dishes, scattered across the kitchen table. Jonathan starts to pack the basket.

Clark: (Handing one of the bowls of food to Jonathan) So how come you guys aren't going to Metropolis this year for your anniversary?

Jonathan: (Dryly) Well it seems to me last year while we were out of town a certain somebody had a party at our house?

Clark looks sheepishly at his father before continuing.

Clark: Yeah, you know what, I think a picnic sounds perfect.

Martha descends the stairs, dressed in a business suit with a overnight bag in her hand.

Martha: (Disappointed) So do I. But I can't go.

Jonathan: (Disbelieving) Wait--wait a minute. What do you mean you can't go?

Martha: Lionel just called. LuthorCorp's finalizing a major acquisition tomorrow, and he needs me to go with him to his Metropolis office to prepare.

Clark: Didn't you tell him it's your anniversary, Mom?

Martha: (To Jonathan) I'll be back tomorrow night. (hopeful) We can celebrate then. Any restaurant you want.

Jonathan: (Angry) What are you going to do, put it on your LuthorCorp expense account?

Martha: (Sighing) Oh, Jonathan. You can't make me feel any worse about it than I already do. I know how hard you worked planning today, but I don't have a choice. He's my boss.

Jonathan: (Indignant) I'm your husband.

Martha: Believe me, I'd much rather spend the day with you, but this job is important to me.

Jonathan: I never thought I'd see the day when this job was more important to you than this family.

Clark: You know what? Dad's right. You shouldn't be working for Lionel Luthor anyway.

Jonathan: (Frustrated sigh) Clark...

Clark: No. The only way that he got this major acquisition was by spying on Lex.

Jonathan: (Angrily) Clark! This is between your mother and I.

Martha: (Pleading for understanding) Jonathan, how many times have you put this farm above our personal lives?

Jonathan: That is different, Martha.

Martha: Why? I'm working toward the same goal--our family's financial security. I wish this job didn't bother you so much.

Jonathan clenches his jaw in anger, as Clark looks on uncomfortably. Martha glances from Jonathan to Clark as the tension fills the room.

Martha: (Resignedly) I have to go.

Martha turns and leaves, slamming the door behind her, as Jonathan and Clark watch her go.

Cut to a shot of Lex's study doors. Lionel flings the doors open and strides into the study.

Lionel: (Impatiently) All right, Lex. What's so urgent.

The camera pans up and we see Lex up on the landing above the office.

Lex: (Casually) Remember the new American embassy in Moscow?

Lionel: Uh-huh.

Lex: (Descending the stairs) It was so riddled with surveillance hardware, the State Department had to abandon it.

Lionel: I've got a meeting, Lex. I don't have time to chat about foreign affairs.

Lex: (Pointedly) Actually the topic is domestic. (indicates their surroundings) I've discovered a bug problem right here in my very own home.

Lionel: Ha-ha-ha-ha. Corporate espionage? It's a fact of modern business, Lex. I'm surprised your security was so lax.

Lionel turns and begins walking away, toward the exit.

Lex: (Matter of factly) Still, it's hard to imagine how the perpetrator could have gained access to the mansion.

At Lex's words, Lionel stops in his tracks.

Lionel: (Sniffing the air a few times) Do I detect a faint whiff of innuendo?

Lex: (Walking toward Lionel) Of course not, Dad. I just wanted to congratulate you on winning that contract.

Lionel: (Amused) Oh, is that what this is about? Making an excuse for your defeat? Hmm?

Lex just stares coldly at Lionel.

Lionel: (Continuing) Because I don't have time for excuses.

With that, Lionel turns and heads for the door.

Lionel: (Pausing in the doorway) As for your bug problem, I suggest you call an exterminator.

Lex just smirks as Lionel exits the office. As Lex watches Lionel leave, Lex's cell phone begins to ring. Lex walks over and picks it up, attaching a small voice modulator to the mouthpiece before answering it.

Lex: (Answering phone) This is Mr. Green.

Cut to a shot of an Asian man, Kern, in a blue workers jumpsuit, standing next to a van outside.

Kern: I finished the appraisal that you requested, and we're ready to close escrow.

Lex: (Computer distorted voice over Kern's cell phone) How soon can you complete the transaction?

Kern: (Opening the van door and climbing inside) Today. We're on site and ready to roll. We can get you full access to the property--audio and video. Do we have a go?

Cut to a shot of Lex in his office. He pauses, reaching down and picking up one of the listening devices off his desk. He studies it for a moment, thinking.

Kern: (Over Lex's cell phone) Mr. Green, are you there? Mr. Green?

Lex: (Firmly) Do it.

Cut to a shot inside the van.

Kern: (Closing cell phone) We're on.

As the van pulls away, we see it where it was parked--outside the LuthorCorp headquarters.

Cut to a shot inside Clark's loft. He's reading a book, "Families in Crisis: Healing the Rift" by Dr. Justin Bishop. Clark glances up as he hears footsteps approaching the loft, and we see Lana, clad in a pink wispy dress climbing the stairs.

Clark: (Taking in Lana's appearance) Wow.

Lana: (Unsure) You don't think it's too much?

Clark: That depends who you're wearing it for?

Lana: What do you call your newly discovered biological father's wife?

Clark: (Considering) Well, personally I'd call her Mrs. Small, but that's just me. So you're really going to see her?

Lana: (Nodding) Yeah. I kind of feel like I'm auditioning. What if she votes me off the island?

Clark: (Reassuringly) Lana, anyone who gets to know you realizes how special you are.

Lana smiles at Clark gratefully, touched by his words.

Lana: Thanks, Clark. That's--that's really sweet of you to say.

Clark: You're always the one telling me I need to be more honest.

Lana: (Chuckling) Yeah. (Pauses) Well, you know, maybe you see me that way because we're friends, but to Jennifer Small, I'm just her husband's illegitimate daughter trying to worm her way into his life.

Clark: Lana, if she accepts you, then great. But if not, that's her loss. Besides, isn't your priority Henry? That's been going pretty well.

Lana: Yeah. Uh, but, maybe it's the whole adopted kid fantasy thing, but I can't help thinking that if I don't screw it up, I might have an actual family.

Clark: Look, Lana, I want you to have everything you wish for, I really do... Just because you have a family doesn't mean every day's a picnic.

Lana: (Joking) Unless of course, you're a Kent.

Clark: (Sadly) Well, to be honest, my parents aren't really getting along right now.

Lana: (Understandingly) I'm sorry Clark. Do you want to talk about it?

Clark: (Shaking his head) Later. You've got someplace to be.

Lana: (Small smile) Okay.

Lana laughs nervously and heads for the exit, then stops and turns back to Clark.

Lana: Clark, whatever it is, your parents will work it out.

Clark smiles back in gratitude.

Lana: After all, some people are just meant to be together.

Lana turns and exits, as Clark thinks about what she said.

Cut to a shot of the Luthor Mansion. Inside, Lex is dialing a number on his cell-phone. Clark enters, and Lex disconnects the call.

Clark: Lex, what's the most romantic restaurant in Metropolis?

Lex: (Chuckling a bit) Well, I'm sure there are a lot of opinions on that Clark, but, uh, personally I'd have to go with Le Petite Fleur.

The two men walk down the hall and enter Lex's study.

Clark: Think you could score me a reservation for tonight?

Lex: Who's the lucky girl?

Clark: My mom. It's my parents' anniversary, and my dad had a picnic, but now she's in Metropolis with your dad.

Lex turns around at Clark's words.

Lex: (Concerned) They're in Metropolis? At LuthorCorp? On a Sunday?

Clark: Yeah. Can you believe that he makes her work on her anniversary.

Lex: (Dryly) To my father, there's no such thing as a personal life. (Hurriedly) Listen, Clark, since it is their anniversary, I think I could do you one better than the reservations.

Clark: (Curiously) What do you have in mind?

Lex: Well, if you'll excuse me a minute to make a few few calls, I'll explain.

Lex exits the office.

Cut to a shot of the LuthorCorp building. Inside, Kern and the team (Two men named Nicky and Pine, and a woman named Bishio) that Lex has hired, disguised as a cleaning crew, enter the offices and begin to work planting bugs, tapping phone lines, and hacking into LuthorCorp's computer system. Kern's cell phone begins to ring, and he answers it.

Kern: (Answering phone) Kern.

Lex: (Computer distorted voice over Kern's phone) This is Green.

Cut to a shot of Lex, on his cell phone at the mansion.

Lex: (Firmly) I want you to terminate now.

Cut to a shot of Kern back in the offices.

Kern: You realize you'll be forfeiting your deposit.

Lex: (Computer distorted voice on Kern's phone) There are people in the building. I want you all out.

Kern: I understand.

Kern hangs up his cell phone and turns to his crew. Pine, who has been studying a blueprint of the office, picks up a remote control device off of the desk.

Kern: Our client has cancelled the project. He believes there are people in the building.

Pine takes the remote and aims it at a wall, pressing a button. The walls slide back to reveal a large steel vault hidden behind the walls. He walks over to examine the vault.

Kern: What are you doing?

Pine: You think the rest of us broke into the office of one of the richest men in the world just to plant a few bugs?

Kern looks on in shock.

As Pine and Nicky make their way over to Bishop and the vault, Lionel slowly leans in to whisper in Martha's ear.

Lionel: (Whispered) I know what you're thinking. If I hadn't asked you to work today, you'd be at home right now with your family.

Martha just shakes her head.

Martha: (Whispered) I don't blame you, Lionel. (tearfully) It's--it's just that Jonathan and I left on such bad terms.

Lionel: (Whispered) It's ironic. I had quite a row this morning too, with Lex. If they kill us, those will be the last words we ever spoke to each other.

Martha just looks at Lionel, fearfully hoping he's not right.

Bishop begins drilling into the lock on the vault. Once she's finished, she steps back.

Bishop: Pine. You're up.

Pine heads over to the vault, picking up a crowbar and a canister of chemicals off a nearby chair. He hands the crowbar to Bishop, attaches some sort of thermostat to the vault, then begins spraying the chemical--which appears to be liquid nitrogen or some other chemical that is extremely cold--onto the metal where Bishop has just drilled. Martha looks on, trying to see what is happening. Once the thermostat gets up to near -300 degrees, Pine stops spraying the chemical and takes the crowbar from Bishop. He then hits the metal with the crowbar, and the chilled metal breaks apart easily.

Pine twists the handle on the vault and opens the door. He and Bishop step up to the vault door, their faces becoming confused as they view the contents.

Bishop: What the hell is this?

We pan into the vault to see it's contents--a flat cart stacked with bars of green meteor rocks. Pine shakes his head in answer to Bishop's question. Martha looks shocked as she sees what's inside and glances and Lionel, who simply strokes his beard and smirks.

Outside the building, Jonathan and Lex attempt to make their way through the crowd.

Jonathan: Excuse me. Excuse me.

The two men make their way to the makeshift police command center set up outside. Police officers shout out commands about mointoring the building. An officer tries to stop Jonathan, but Lex waves him off.

Lex: It's OK. It's OK.

Jonathan spies Clark standing nearby with Sawyer and makes his way toward him.

Jonathan: Clark?

Sawyer: (Stepping between Jonathan and Clark) You know this kid?

Jonathan: Yes Ma'am, he's my son.

Sawyer: Well, you keep him away from the building, or I'll arrest him.

Jonathan nods in understanding and Lex steps forward, following Sawyer as she heads back to the command center.

Lex: Lieutenant Sawyer, my name is Lex Luthor...

Sawyer: (Interrupting, annoyed) I know who you are.

Lex steps in front of Sawyer, stopping her in her path.

Lex: I'd appreciate an update on the negotiations.

Sawyer: (Sighing) This way.

Sawyer leads Lex to the command center.

Jonathan and Clark step away from the crowd so they can speak about what happened.

Jonathan: What happened?

Clark: I've been listening to the police. I think I found a way into the building.

Jonathan: Really? How?

Clark: (Glancing up at a nearby building) Nobody's watching the Daily Planet.

Clark and Jonathan both stare up at the Daily Planet building--the large gold globe atop it spinning slowly--which is right next to the LuthorCorp Tower.

Jonathan: (Disbelief) You're not thinking about jumping.

Clark: It's the only way.

Jonathan: (Concerned) Clark, that's got to be over 200 feet.

Clark: (False confidence) I can make it.

Jonathan: You don't know that. Besides, don't you have a fear of heights?

Clark: If we're not here to get Mom out then why *are* we here?

Jonathan: (Seriously) Listen to me. I am just as concerned about your mother as you are, but we can't afford to make a mistake that could get her killed.

Clark simply thinks about what his father has said as he continues to stare up at the Daily Planet building.

Cut to a shot from a helicopter above LuthorCorp tower. It's now night, and the helicopter sweeps the building with its spotlight.

Inside the office, Bishop and Pine have removed the cart of meteor rocks, and are going through the other contents of the vault. Pine comes out with a stack of blue file folders, and walks over to where Lionel and Martha are seated on the couch.

Pine: (Angry) Where's the damn money!

Lionel: (Calmly) I told you, there was nothing in there of interest to you.

In anger and frustration, Pine tosses the file folders to the ground, where they scatter across the floor. Meanwhile, Bishop comes out of the vault.

Bishop: Check this out.

As Pine turns to see what Bishop has found, Martha looks down at the file folders scattered at her feet. Her eyes widen with shock and fear as her eyes fall on a folder marked "Clark Kent: Confidential". She glances at Lionel as if to find an explaintion, but he just sits calmly, stroking his beard and staring straight ahead.

Meanwhile, Bishop opens the glass cylinder she has found and removes it's contents. It's the metal octagon disk from Clark's ship. She hands it over to Pine.

Bishop: It could be worth something.

Pine takes the disk and examines it curiously, then walks over to Lionel. He roughly grabs Lionel by the hair and yanks his head back.

Lionel: (In pain) Ahh!

Pine: (Holding the disk up in front of Lionel's face) What the hell is this?

Lionel: (Grimacing in pain) Martha, perhaps the, uh, gentleman hasn't noticed that (Removes glasses) I'm blind. Would you mind telling me what he's referring to?

Martha: (Hesitantly) It's, uh, some sort of metallic disk shaped like an octagon.

Lionel: (Shaking his head) It's nothing... keepsake.

Pine releases Lionel and gets up, pocketing the disk. Martha stares at Lionel, her face a mix of anger and suspicion.

Outside, the helicopter continues to circle the building as Clark and Jonathan stand with Sawyer inside the police command center. Sawyer's cell phone begins to ring.

Sawyer: (Answering her phone) Sawyer.

Pine: (Inside the office) Where is my transportation?

Sawyer: I told you, I need a show of good faith first. You give me one of those hostages.

Pine: Okay. Fine.

Pine pulls his gun out of his waistband and roughly grabs Martha off the couch.

Pine:Get up!

Pine drags Martha over to the window, where she can be seen by the helicopters. He points the gun at her head and speaks into his cell phone.

Pine: You've got 10 minutes, then you can take this one out in a body bag.

Sawyer: We're working on it. Stay cool up there. Stay cool.

On the ground, Jonathan and Clark watch with fear and anger as they see Martha on the feed from the helicopter's camera.

Cut to a shot of the Daily Planet globe. We pan down and see the roof access door open, and Clark step through. He checks to make sure no one is around, then slowly walks across the roof to the edge of the building. He peers over the edge at the dizzying drop below, and looks sick and about to hyperventilate as his fear of heights kicks in. He steps back from the edge.

Cut to a shot of Lex on his cell phone down on the ground below.

Lex: Whatever you do, don't hurt any of the hostages. Just stay calm.

Pine: (on his cell phone) Yeah, well how am I supposed to stay calm, huh? I open up that damn vault expecting to find my retirement fund, and instead I find a bunch of files, green rocks all cut up into bars!

Lex: (Curiously) What else was in there?

Pine: What's it to you?

Lex: (Computer distorted voice) Answer me, and maybe I can help you.

Pine: (Sighing in frustration) I--just what I told you. Oh, and some metal octagon lookin' thing.

Down on the ground, a look of realization crosses Lex's face as he realizes what Lionel has.

Lex: (Seriously) Listen to me. Pack up everything--the files, the bars, the octagon.

Pine: Yeah, then what?

Lex: I know a way out of the building, but first you let the hostages go.

Pine simply hangs up the phone. He turns the octagon between his fingers a few times, before slipping it into his pocket. Martha watches intently, never taking her eyes off the disk.

Cut to a shot of Clark on the Daily Planet building. He backs up as far as he can, staring at the LuthorCorp Building. He breathes deeply several times, trying to work up the courage to make the jump.

Down on the ground, Jonathan stares up at the gap between the two buildings.

Clark shakes his hands back and forth and bounces lightly on the balls of his feet, as if trying to gather his energy up into one explosive burst. Fear and determination mix on his face. Suddenly in a burst of super speed, he takes off toward the edge of the roof and flings himself into the chasm.

The shot goes into slow motion as Clark sails toward the LuthorCorp building, his arms and legs flailing as if he were running. He gets a look of being out of control as he realizes he's going to crash into the LuthorCorp building.

Clark crashes through one of the windows, and lands against the office's opposite wall, cracking the plaster in the process. He looks at the broken window, grinning widely with amazement at what he's done. He stands up quickly, knocking a painting off the wall as he stands, and heads out to find Martha.

In Lionel's office, the security system begins to beep, and Nicky rushes over to check it.

Nicky: Pine. Better take a look at this. We got company.

Pine: (Examining the security system) Check it out.

Down on the ground, the police have also been alerted that the building's security has been breeched, and the swat team rushes into action.

Sawyer: A window just blew out on the 30th floor. Get the team together. We're going in. Let's go. Move it!

Lex, standing nearby, overhears the news and stares up at the LuthorCorp building, a confused expression on his face.

Inside the building, Nicky heads out of Lionel's office to investigate the security breech.

Down on the ground, Lex strides away from the action, talking into his cell phone.

Lex: (Demanding) What the hell's going on up there?

Pine: (On his cell phone) It sounds like the junk in that safe is worth something to you. Tell you what. I want a million dollars and I want a way out of here.

Lex: You're in no position to negotiate.

Pine: This is not a negotiation, all right? We get out of here or nobody does.

Lex: All right, listen to me. Luthor has a private elevator. It's take you to a tunnel that leads to a garage (Computer distorted voice over Pine's phone) three blocks away.

Pine looks over at Lionel.

Pine: Hey Lionel, you been holding out on me? Is there some kind of secret way out of here?

Lionel strokes his beard as Martha looks over at him.

Lionel: (Slightly amused) Oh, yes.

Pine holds the cell phone out as Lionel continues to talk. A look of frustration crosses Lex's face as he hears Lionel's words over the cell-phone.

Lionel: And whatever that anonymous coward, your Mr. Green, is offering... I'll double it. In exchange for our lives, and the contents of the safe.

Pine: Hmm. Hear that Mr. Green? Looks like we got us a bidding war.

Lex: (Frustrated) Look, no matter what Lionel Luthor is promising you, you can't trust him!

Pine: (Chuckling) Oh, but I should trust you--somebody who hides his own identity? I think I'd rather deal with Lionel.

Lex: (Desperate) I'll match what he's offering. Just don't hurt them.

Pine's reaction is to simply hang up the cell-phone.

Down on the ground, Lex clicks off his cell-phone and looks around, his frustration and desperation beginning to mount as he feels the situation spinning out of control. He starts to walk back toward the command center when a voice behind him stops him in his tracks.

Jonathan: (Off screen) Don't hurt *who*, Lex?

Lex turns around and sees Jonathan standing there, having heard the end of the conversation. Jonathan walks angrily toward him.

Jonathan: (Accusatory) Were you just talking to those men up there?

Lex: (Reassuringly) Mr. Kent, whatever I'm doing is in the best interests of your wife and my father, believe me.

Lex starts to walk away, but Jonathan reaches out and grabs his arm, roughly swinging him back around so that he and Lex are face to face.

Jonathan: (Threateningly) If I find out you had *anything* to do with what's going on out there, you will pray to God that you never set foot in Smallville, you believe *me*.

Lex pulls his arm away from Jonathan, looks at him for a moment, and quickly walks back to the command center as Jonathan stares after him.

Inside the building, Nicky slowly makes his way through the hallways, gun drawn, looking for the intruder. Suddenly we hear a woosh, and the papers attached to a bulletin board near Nicky's head begin rustling wildly. Nicky turns around to find Clark has suddenly appeared behind him. Clark grabs Nicky around the neck and shoves him against the wall, choking him.

Clark: (Desperate) Where's my mom? Where is she?!

Back inside the office, Lionel is negotiating the terms of their release with Pine, calmly, as if he were conducting a business meeting.

Lionel: (Matter of factly) So, as soon as the banks open, I'll have the money wired to, uh, any account you choose, anywhere in the world.

Pine nods in agreement.

Pine: All right. We got a deal.

Lionel: Good.

Pine: But I'm hanging on to everything until I get that money.

Lionel: All right.

Pine walks over and grabs the cleaning cart the team had used to disguise all the equipment they were bringing in.

Pine: Bishop, pack up the stuff in the vault.

Lionel: (Amused) So, now are you going to tell me who's on the other line?

Pine: You'd probably know better than me. Why don't you think who your enemies are?

Lionel nods and chuckles.

Pine: (Aiming his gun at Martha) Come on lady, you can help out! Pick up the files! Come on!

Pine turns back to see how Bishop is doing. Martha gets on her knees and begins gathering the files. She grabs the file marked Clark Kent, and after glancing over her shoulder to make sure Pine isn't watching, she begins to open it. Before she can see its contents, however, she hears Pine's gun click as he aims it at her back.

Pine: (Angrily) Today. Come on! Pick 'em up, put 'em in the barrel with the rest of the stuff!

Martha: (Fearful and meek) O-Okay. I'm picking them up...

Martha gathers the files and tosses them in the barrel on the cart.

Pine: (Pushing Martha along) All right, that's good. Get over there and help your boss up.

Martha reaches out her arms to help Lionel to his feet.

Martha: (Whispering) Lionel...

Still seated, Lionel drops his glasses and Martha kneels to pick them up. As she does do, Lionel leans down, pretending to attempt to pick up the glasses, and whispers to her.

Lionel: (Whispering) Martha. The octagonal disk--where is it?

Martha: I don't know. Why is it so important?

Pine comes over and begins pushing the pair toward the door.

Pine: Come on, time's up. Let's go, move.

Cut to a shot of the building's circuit box. Clark opens it up and pulls the electrical circut wires out, causing the building to fall into darkness.

Pine: (As the power goes out) What the hell happened?

Bishop: (Fearful) The cops cut the power! We have got to go!

Bishop runs toward the door.

Pine: Bishop, don't!

As Bishop reaches the doors, Clark throws the doors open and punches Bishop in the face, sending her flying. She falls backwards into Pine, sending them both tumbling to the ground. Pine drops his gun as he hits the ground, and the gun skates across the floor, landing near Lionel. Lionel cocks his head as he hears the gun landing nearby.

Martha: (Screaming with fear) Clark, get out of here now!

The flatbed cart of meteor rocks begins to glow, and Clark staggers into the room, then falls to the ground, grimacing in pain as the effects of the meteor rocks hit him. Lionel reaches for the gun, also looking in the direction of Clark as he falls to the ground.

Martha: (Screaming desperately) Clark!

Clark lies on the ground, writhing and groaning. He stares at the cart of glowing rocks and tries to muster up the strength to get up, but he can't.

Martha: (Screaming) Clark!

Outside, we hear the helicopter whirring, it's spotlight sweeping through the room. Pine comes to and gets up, heading over to where Clark lies moaning weakly on the floor. Pine reaches down and grabs Clark by the shoulders.

Pine: (Demanding) Are you alone?

Martha glances over at the meteor rocks and sees her opportunity, while Pine continues to shake Clark roughly.

Pine: Answer me! Are you alone?

Martha rushes over and begins shoving the cart of meteor rocks back into the vault. Pine looks up and sees what Martha is doing. He rushes over to stop her as Martha begins swinging the vault door shut. Pine reaches out to catch the vault door, but his arm gets caught behind it. Martha shoves the vault door hard, and we hear crunching as the weight of the door breaks Pine's arm.

Pine: (Screaming with pain) Arghhhh!

Martha reaches out and shoves the injured Pine against a wall, then pushes the vault completely closed. She then rushes over to where Clark is lying helplessly on the ground.

Martha: Clark! Clark!

Clark begins to regain his strength to as Martha kneels next to him, checking to see if he's OK.

Martha: Clark, are you alright?

Pine: (Off screen) Lady, you and the kid get up!

Martha and Clark glance up to see Pine on the other side of the room. He's holding Lionel hostage, and has a running drill aimed directly at Lionel's temple.

Pine: Put your hands over your head or I kill the old man.

Martha looks on in fear. Clark uses his superspeed and rushes over, knocking the drill out of Pine's hands. Clark grabs Pine's shirt as Pine grabs him, preparing to punch him. Suddenly, a gunshot rings out. Pine's eyes go wide, and he groans as he slowly sinks to the ground. Clark looks on with shock, then looks up to see Lionel standing behind Pine, holding Pine's gun. Clark stares at Lionel, who continues to aim the gun toward where Pine had just been standing. Martha rushes over and checks on Pine.

Martha: He's dead.

Clark kneels down next to Martha as Lionel turns and sets the gun down on the edge of the desk.

Martha looks over at the cleaning cart, where the barrel of files still remain. She leans in and whispers to Clark.

Martha: (Urgently) Clark! Those files over there--burn them. There's one about you. We can't let it get out.

Clark gets up and takes a couple of steps toward the cart. He aims his heat vision and soon the files burst into flames, including his file, which is right on top.

While Clark's back is turned, Martha leans over Pine. She pulls the octagonal disk from Pine's pocket, and quickly slides it into her own pocket before anyone can see what she's doing.

The police quickly burst through the door, guns drawn.

Sawyer: Metropolis PD! Nobody move!

Martha and Clark put their hands up as the police rush in to secure the room. Sawyer spies Clark. He looks at her sheepishly as she simply sighs and shakes her head.

Cut to a shot of the lobby of LuthorCorp. Martha rushes ahead of the police and Clark and Lionel, throwing open the door and rushing out into the street. She spies Jonathan and runs over, throwing herself into his arms. Jonathan lifts her off the ground as they embrace tightly, then begin to kiss tenderly. Jonathan cups her face, silently asking if she is OK. She nods, and fights back tears. Jonathan lets out a huge sigh and fights back tears as well. They both laugh in relief, as Clark looks on, smiling.

Lex: (Approaching Clark) Clark, how did you get inside?

Before Clark can answer, Lionel walks up, reaching out for Clark. He finds him and puts his hand on Clark's shoulder.

Lionel: The boy's resourceful, Lex. What difference does it make how he did it? He saved us. That's what's important.

Clark smiles nervously at Lionel's words.

Lex reaches over and removes Lionel's hand from Clark's shoulder, and turns him away from Clark. Lionel shrugs Lex's hand off his arm.

Lex: Dad. I want you to know I was doing everything I could to secure your release.

Lionel: (Disbelieving) Oh, I'm sure you did a great deal.

Lionel pauses, the tension thick. Lex's expression reveals he knows Lionel feels Lex has disappointed him once again.

Lionel: I'll send someone to the mansion for my things.

Lionel turns away from Lex.

Lex: I'll help them pack.

A man comes up to help Lionel, and Lionel takes his arm.

Lionel: Thank you, thank you.

Lionel allows the man to lead him away. Lex turns and watches Clark and his family embracing before they turn and walk away, leaving Lex standing on the sidewalk all alone. Lex puts his hands in his coat pockets and slowly lowers his head, looking away from the Kents and their happy reunion.

Cut to a shot of the Kent kitchen. Martha comes down the stairs, a paper in her hand. She walks over to where Clark is pouring Jonathan a cup of coffee, and extends the paper toward Jonathan.

Jonathan: (Curiously taking the paper) What's that?

Martha: It's my resignation. There's no way I can keep working for Lionel. He had refined meteor rocks in his vault, a file on Clark...I can't believe I trusted him.

Clark: Without that file, at least the police can't find out anything about me.

Martha: To think I made this job such a big priority, and Lionel may have only hired me to learn more about Clark.

Clark: (Guiltily) I'm sorry, Mom. I know how important your work has been to you.

Martha: (Shaking her head) It's not more important than you.

Jonathan: (Studying Martha's resignation) Wait. Are you sure that this is the best thing to do? Quit, I mean.

Martha: (Incredulously) What do you mean? I thought *you'd* be happy about it.

Jonathan: If you hadn't been working for Lionel, then we'd have no way of knowing that he was keeping tabs on Clark.

A look of realization crosses Martha's face as she realizes what Jonathan's thinking.

Martha: So, instead of staying away from him...

Jonathan: Maybe we should take a page out of the Luthor playbook.

Martha, Jonathan, and Clark all share a look as they realize this is the best way to protect Clark's secrets.

Cut to a shot of the Kent Farm at night. We see a shot of the spaceship, and focus in on the missing piece, which fades to a shot of the octagonal disk sitting on the kitchen table.

Martha reaches out and picks up the disk. She studies it. From behind her, Jonathan pokes his head into the kitchen and calls out to her.

Jonathan: Sweetheart, are you coming up.

Martha quickly hides the disk behind her back.

Martha: (Smiling) In a minute.

Jonathan smiles, and heads out of the kitchen. Martha pulls the disk from behind her back and studies it once again. She then grabs a large canister of flour from the counter and opens it. She buries the octagonal disk deep within the flour, covering it up so the flour looks undisturbed, and closes the canister

Martha then kneels down and opens the cabinets underneath. She takes the canister of flour and hides it among the other canisters in the cabinet and closes the cabinet doors.

[End]

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This Episode of Smallville featured music by:

"Bittersweetheart" by Ed Harcourt

"Tomorrow" by SR-71

"Invisible Man" by Theory Of A Deadman

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Transcribed by: Shannen