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"Upgrade"
Original Air Date on April 16, 2010
Man: Ladies and gentlemen a Cybertronics, self sustaining heart.
Man: The subject is prepped for the upgrade.
Okay, my blurry, butt-kicking friend.
You were right.
Tess of the uber-villains is up to no good.
She is hoarding more meteor rock here than there probably is in all of Smallville.
[ sighs ]
And something tells me the reason is behind that curtain.
Hank, huh?
[ Chuckles ] I don't think so.
[ Chuckles ]
Tell that to the bean counters in H.R.
They didn't want to chip in to buy extra letters to spell "Henrietta."
How did she get in here?
Inform the boss the upgrade has been compromised.
Get rid of her.
[ Grunts ]
Get off of me!
He's gone. He's gone.
Lockdown! Now! [ alarm blaring ]
[ Gas hissing ]
Oh, God.
[ Rhythmic pulsing ]
♪ Somebody save me ♪
♪ "Save Me" performed by Remy Zero ♪
♪ let your warm hands break right through ♪
♪ somebody save me ♪
♪ I don't care how you do it ♪
♪ just stay ♪
♪ stay ♪
♪ come on ♪
♪ I've been waiting for you ♪
♪ just stay with me ♪
♪ I've made this whole world shine for you ♪
♪ just stay ♪
♪ stay ♪
♪ come on ♪
Hi.
How'd you get in here?
How did i get in here?
[ Chuckles ]
Well, it must have been some night.
Yeah, I was chasing down a red-hot lead, and then... hit a dead end.
Lois, what happened to you?
Uh... You know, I was just ... I was trying too hard to open up my ... uh, "The Hangover" DVD, you know, with dad's swiss army knife.
He was sure I wouldn't put it to good use.
Want to kiss it better, soldier?
What's going on, Lois?
You've been AWOL for over a week.
And I know we agreed a little mystery between us would be good, but I'm worried about you.
Come on.
I think it'd be a good idea if there was nothing between us.
I think that can be arranged.
Lois... Mm-hmm?
[ Cellphone vibrating ]
I'm sorry, Smallville. It's Randall.
I-it could be the story of the century.
I can't risk a potential "coulda, shoulda, woulda."
It's okay.
I wouldn't want you to miss out on something big.
[ Vibrating continues ]
[ Sighs ]
[ Beep ]
Really, really bad timing, but I won't hold it against you.
Zod: Have you found the information on Mercer I requested?
Yeah, she's running a secret underground facility at 4th and Lincoln, where she's testing some red form of meteor rocks.
But score one for the "obvious" column.
I think that you already knew that, since you saved me from an early obituary, right?
Yeah.
What is she experimenting on?
You know what?
Listen, I-if this isn't a matter of life and death, I really ... I have to go.
[ Beep ]
[ Beep ]
Clark?
[ Clattering ]
[ Man grunting ]
[ Whirring ]
John Corben?
Corben: I got to ...
I got to hand it to you, bright eyes.
You sure have a way of finding trouble.
[ Chuckles ]
[ Chuckles ]
Said the man who swatted me around like a tether ball on our last arena challenge.
I just wanted to get you home.
I didn't ... I didn't mean for you to see me.
Wait. G-get me home?
When I woke up on the lab table, they had altered me.
And my mind my mind is almost normal.
It is. It is.
Except ... except for this ... this upgrade here.
It's here. Look.
Upgrade?
[ Grunts, breathing heavily ]
John...
John, who did this to you?
Tess?
Her scientists did.
I heard them saying something about slamming a chip in the back so they could control everything that I do.
But then you ... you helped me escape before ... before they could.
[ Whirring ]
[ Grunts ]
John? John, what's happening?
John, look at me.
[ Breathing heavily ]
My heart is ... is gonna stop if I don't find a meteor rock and refuel.
[ Sighs ] Thank you.
[ Engine turns over ]
Chloe: Okay. Vector 10 1/2 feet north.
Have I sunk Lois' battleship?
Chloe, I can see 50 feet in every direction.
There's no reason why Lois would be standing in this spot for two hours last night.
You know, not that I want to wade into the salty ocean of amour that is Lois and Clark, but if you two are playing "Mr. & Mrs. smith" now,
don't you think there might be a sight trust issue?
I'm worried she's holding something back from me it's kind of different when the control's on the other foot.
You know, Clark, Lois trusts you.
Now you need to trust her.
I do. Right.
And that's why you had me lojack her key chain?
Look, Clark, I just checked the time code, and if we could rocket back a few hours, you would be standing on Lois' shoulders.
[ Cellphone clicks ]
[ Air whooshes ]
[ Air whooshes ]
[ Sniffs ]
Clark Kent at the keyboard?
Have I been downsized in the bureaucratic world of supeheroes?
I just got tired of waiting for you.
Oh, snap.
Someone woke up on the wrong side of the planet.
More like the wrong side of Lois.
But that will never happen again.
Check this out.
What exactly caught your better-than-bionic eye this time?
It's Tess.
It was her underground lab that Lois was snooping around in.
What's with the thermo-radioactive scan of North America?
She's storing meteor rock around the country.
She's gonna pay for it.
Uh, Clark, wait.
As much as I would love to have Tess out of our lives, you can't take her down for this.
You're connecting the dots in the wrong order.
These deposits don't belong to Tess.
Tess is the only one who knows what Kryptonite can do to me.
Except... for me...
... and Oliver.
You and Oliver betrayed me.
It sounds worse than it actually ...
you're stockpiling weapons around the world that can kill me.
Not you ... Kryptonians.
I'm Kryptonian!
Clark, the weapons are just insurance.
In case what, Chloe? In case I turned on you?
God, I was such a fool to think that you could ever understand me.
You think you're better than Tess.
At least she didn't pretend to be on my side all those years.
Clark, why don't you hear my side?
I mean, what if some day there was ever a war?
There is a war, Chloe, right now.
And you're about to lose it.
[ Fire crackling ]
[ Air whooshes ]
[ Grunts ]
[ Grunts ]
[ Groaning ]
Aaah!
[ Air whooshes ]
[ Tires screech ]
Corben.
John!
Corben: Lois, stay away.
John?
Stay back, Lois.
[ Clattering ]
[ Clears throat ] Um... Glad to see you're looking so good.
Thanks. You look... pretty good, too. I meant, you know, strong. I mean... healthy, alive.
Yeah. Right.
Maybe we should get out of here before The Blur decides to light this place up like a Christmas tree.
The Blur did this to you?
Yeah, I don't know how he found me.
Well, maybe he wasn't here for you.
You know, maybe he was following a well-meaning source.
And you did kind of go "phantom of the boiler room"
last time you entered stage right.
Last time I checked, this was private property.
Looks like Tess Mercer's skeleton is finally crawling out of the closet.
[ Chuckles ]
Well, speaking of being hidden in the closet, how's Oliver doing these days?
Don't worry your pretty little head about that.
And by "head," I mean the one that the secret government agency Checkmate is wanting to lob off.
That must really suck to be on the outs of your own walls.
I'm guessing you'd know.
Since you're not cuddling up to your own cyberscreens, I'm venturing that Clark has finally uncovered your Kryptonite arsenal.
This is the last place I sent him.
I should have known Clark took a walk down the ruby-red road.
That explains his lack of "edit" button.
I thought Clark was only affected by green meteor.
What's the red do?
Basically it turns him into the bad boy every girl dreams of...
in her nightmares.
And why should I care? Huh?
Clark's made it clear that he's not my knight in shining armor, which is why I made my own all-purpose bodyguard.
Well, believe it or not, Tess, this isn't all about you.
Sooner or later, Clark will out himself and your merry band of Kryptonians.
If the world gets wind of their existence, there's no turning back.
Right, but you can protect your alien pet project if you help me find Clark.
[ Rhythmic pulsing ]
[ Grunts ]
[ Air whooshes ]
"Irony...
The cleaning baptism that redeems the soul."
Kierkegaard.
You have to enjoy the paradox.
The only thing on their planet that can harm us is a piece of our own.
[ Air whooshes ]
[ Grunts ]
You lied about having powers.
How'd you get them?
From you.
From your blood.
When you saved me.
It's contradictory, isn't it?
But then again, you are the greatest contradiction of all, dedicating your life to the greater good and at the same time deceiving those you love the most.
I'm the one who's been deceived.
[ Chuckles ]
Oh, come, come, Kal-El.
You have become far too calculating to play the naive farm boy anymore.
Your closest friends fear you because they will never understand you.
And how could they?
You need me.
Who else in your world has ever truly been your equal?
I have no equal.
You really can't see it, can you?
A modern-day messiah whose symbol is worshiped by the mere mortals at his feet, a God who rips decisions out of the hands of fate.
Now there is a real threat out there to both of us.
And with your map of the Kryptonite arsenals, we can take out any defense they have against us.
Nothing can stop us.
Now the question is...
Who will you join?
Your friends?
[ Chuckles ]
Your friends, who have stockpiled weapons around the world to kill you?
Or the one man who weighs the same decisions, struggles with the same dilemmas...
And who just saved your life?
Lois... I appreciate you trying to help, but I've got it from here, all right?
[ Sighs ]
You get yourself into enough trouble without me leading you to more.
I promised I'd get you to the military base in South Dakota.
[ Clears throat ]
So, what are you, my personal bodyguard?
My dad assured me Dr. Vale is the best guy around.
So whether you like it or not, you're stuck with me.
As nice as that sounds, I could have Tess Mercer's entire defense division descending on me at any minute.
Exactly.
So when you're free and clear and planting your homestead spike in the badlands, then I'll send you the sayonara.
Let me help you with that.
Woman: That's so kind of you.
[ Whirring ]
[ Rapid beeping ]
John?
Hey!
For someone so reticent about joining forces, you've certainly wasted no time in destroying Chloe's Kryptonite stock hold.
I'm sure there's some quote about betrayal stinging the most when it's from someone you trust.
Your father could have rattled it off.
You remind me of him.
Yeah. Well, I'd rather not hear it.
I didn't get the chance to know him like you did.
Don't get me wrong.
We used to fight...
until all hours of the night.
So, what? He was stubborn, like me?
Yeah.
But that never meant that I didn't respect him.
You must have had a friend that you had a connection with, like you were opposite sides of the same soul.
Yeah. Once. A long time ago.
You no longer have to be worried about people envying you... or fearing you... because you have a family now, a family who understands.
Good.
Maybe it's time to live a little.
[ Air whooshes ]
[ Air whooshes ]
It's quite a view.
Everything seems so clear from up here.
I'm asking myself why it took me so long to see it.
Sometimes it just takes somebody to share your perspective.
If only your father could see us.
He can.
How would you like to say hello to your old friend Jor-El?
But first...
let's give the people of Seattle a little surprise.
[ Wind whistling ]
Well, my ops found our soldier of fortune on a bus.
Any luck with your problem child?
How often does it snow in Seattle?
Not a great time for a game of Trivial Pursuit, Chloe.
No. Seriously, Tess.
Seattle just had a fluke snowstorm with the temperature at 64 degrees.
[ Cellphone beeping ]
Oh, I got it. Thank God for blogging.
They saw something vaulting towards the space needle six minutes ago.
[ Keyboard clacking ]
Guess who's coming for dinner, together...
with powers.
But you already knew that, didn't you?
What I don't know is why the sudden bromance.
[ Door opens ]
Welcome home, brother.
Well, he isn't exactly rolling out the welcome mat, is he?
Nothing's working...
which figures.
As soon as I embrace my heritage, you vanish.
Given what you told me about my role in the last days of Krypton, I'm not surprised.
Well, he can't blame you for something you haven't done yet.
It took you almost a year to warm up to me.
I wouldn't expect my discerning old friend to give me any more latitude.
It's all right.
I've learned everything I need from this thing anyway.
Don't be too quick to dismiss what Jor-El has to offer you, Kal-El.
Trust me ... I can live without constant lectures and mind games.
How about the answers to everything in the universe?
Give me a break.
I was a skeptic, too.
On Krypton, our children are raised to revere the red sun God, Rao.
Unlike your civilizations, superstition has no place in our beliefs.
Religion is science, not some... mystical questioning of it.
Your father left our bible, the book of Rao, on this Earth.
And what with all of this and the knowledge in that book, Kal-El, there is no limit to what we can achieve.
[ Beeping, keyboard clacking ]
[ Beeping stops ]
I lost the GPS feed.
Where'd you send him?
On a hunch.
[ Door opens ]
Tess.
How not surprised am I to see you here.
By the way, this is the least-secret secret lab I've ever been in...
Twice.
I am so sorry to disappoint you, Lois.
But I doubt that the government is going to want their covert defense programs on the front page of The Daily Planet.
So if you could just...
I saw what you did to Corben.
I was on the bus when you sent me on a tranq trip to Mount Rushmore.
You can't cover this up, Tess.
[ Mufled grunting ]
Chloe: Sorry, Lo.
You take care of her, and I'll clean the rest of this up to make sure that no one will believe Lois' trip down the rabbit hole.
[ Electricity cracklin]
How did he get in here?
[ Beeping ]
Chloe.
[ Air whooshes ]
[ Crackling ]
Well, I sure do like what you've done with the place.
And I thought I got a chilly welcome.
[ Pulsing ]
[ Ice cracking ]
[ Breathing heavily ]
I don't blame you for frying me.
But someone who cares about you sent me here to save you.
And I owe you one.
[ Chuckles ]
This is my lucky day to be saved.
[ Grunts ]
Kal-El...
...take it from someone who's been there.
We don't always know when we need saving.
[ Grunts ]
[ Groans ]
[ Breathing heavily ]
You can thank me another time.
Zod.
God. Do you take lessons in how to do that?
Okay.
Isn't the appropriate response, "thank God you're still alive.
Too bad you're wearing clothes this time"?
Yes, that's it. The first part.
So, how did you get away from Mercer?
[ Sighs ]
It involved a secret cave, action sequence out of the Ice Capades, and your best friend.
Maybe this makes up for everything.
Where'd you get that?
Souvenir from my own little adventure.
You know, the first time I saw you, I never thought that you'd end up being my hero.
Of course, I was hoping to escape with a different heart.
You know, Lois, you're the only one that's been honest...
and loyal and brave.
Wow.
That's a-a scary-high pedestal of adjectives you just put me on.
You're the only one that's given me a chance.
I...
I mean, I-I can't ever tell anyone else about me.
You're the only chance that I have of ...
of living an honest...
honest life.
And if I were gonna disappear again, I would want to disappear with you.
Oh.
Me. I...
John, that means a lot.
But I'm with someone else.
It's a little on the squeaky side, so I probably won't pull back the curtain and reveal our wild and crazy ride, but...
he is it for me.
Okay.
Sorry. I, uh...
[ Sighs ]
You have one of those words for now?
[ Chuckles ]
Um... Maybe if this were another lifetime yeah.
You know, I really... hope that your guy knows who you really are. 'Cause you are a real... [ Sighs ] ... dame, Lois lane.
You're not that naive, are you?
If Kal-El and I can work together, why wouldn't I try because he doesn't have your best interests at heart.
But you and I, we have a commitment to each other.
You're not backing out me, are you?
Well, I'm not the one that sent a modern-day metal Nero to attack you.
No.
Not today.
You can't bet everything we've worked for, including the safety of your people, on someone who's so quick to switch allegiances.
I don't think you have any idea of the power that lies within Kal-El.
Well, I hope you're right.
'Cause you're losing control of the Kandorians.
I discovered a secret rebellion.
A group of your people have turned against you and are looking to a new leader.
Clark.
[ Scraping ]
[ Air whooshes ]
I didn't think it would be a good idea to get the handyman to repair this.
If I had an apology on video, it would have saved me a lot of time this year.
Well, I'd say I did my fair share of trespassing, as well.
You mean the part where you were amassing the only weapons that can kill me?
Yeah, that would be the part. [ chuckles ]
Well, maybe you were the one seeing things clearly from the beginning.
There's something I didn't tell you about the future.
Your Kryptonite armory was the only thing that saved the world.
And me teaming up with Zod, turning my back on you and Oliver, that wasn't all the red Kryptonite.
Curious.
I think it was some sort of wish-fulfillment thing for me.
Clark, if you wanted to redecorate the place, all you had to do was ask.
It's just that seeing you and Lois together, you're like sisters.
The two of you have an understanding of each other, a shorthand that I've never known.
We're family.
Something I don't have much of anymore.
I mean, Zod and I, we've ... we've been on different sides. We... We were raised in different worlds.
But somehow, through the isolation and the burdens, losing our home, trying to manage in somebody else's, he understands things about me that nobody else can.
Chloe, he's the closest thing to a brother that I may ever know.
Some of our brothers and sisters have defected.
And I'm afraid we've been betrayed.
But we will prevail.
[ Grunts ]
[ Gasps ]
The time has come to share in your birthright.
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