Writer:	Kelly Souders, Brian Peterson
Director:	James Marshall (III)
Star:	Laura Vandervoort (Kara),  Tom Welling (Clark Kent/Kal-El of Krypton),  Allison Mack (Chloe Sullivan),  Michael Rosenbaum (Alexander ("Lex") Luthor),  John Glover (Lionel Luthor),  Kristin Kreuk (Lana Lang),  Erica Durance (Lois Lane),  Aaron Ashmore (Jimmy Olsen)
Recurring Role:	Bud the Dog (Shelby),  James Marsters (Brainiac)
Guest Star:	Michael Denis (Male Nurse),  David Lovgren (Lionel's Henchman),  Anna Galvin (Doctor),  Luke Gair (Young Oliver Queen),  Owen Best (Young Jason Teague),  Rick Ravanello (Edward Teague),  Conner Dwelly (Young Patricia Swann),  Jonathan Scarfe (Robert Queen),  Connor Stanhope (Young Alexander "Lex" Luthor)

International Air Dates:
Norway: Monday, April 21, 2008 10.50 pm on TVNorge (edit) Injoke: Kara says to Clark "up up and away" while trying to teach him to fly early in the episode. Actor Bud Collyer used the phrase "Up, up, and away!" in the 1940s on the radio. He voiced both Clark Kent and Superman. (edit) Music: One More Day (Vast, April) (edit) James Marsters is listed as Special Guest Star. (edit) This episode marks the first time, this season, that all eight season regulars appear in one episode. (edit)

Clark: What did you do to Lana?
Brainiac: A little adjustment to her central nervous system. Absolutely irreversible by any human standards. Completely reversible by me.
Kara: Whatever you want me to do, just don't let Lana suffer.
Brainiac: I'm afraid that she is suffering. There's part of Lana that is completely aware of what's happening around her, but she has no control of her body. Her motor skills, her speech, every breath she takes is controlled by me.
Clark: Leave Lana out of this.
Brainiac: Did I mention that Lana is in excruciating pain? She just can't express it. (edit) Brainiac: Quiet morning. It's cold, still... bleak. Almost reminds you of Krypton, doesn't it?
Kara: Who are you?
Brainiac: The answer to many of your unanswered questions. (edit) (as Jimmy sees the high-tech Isis Foundation)
Jimmy: I am sorry, but this is really...
Lois: Creepy.
Jimmy: Sexy. (edit) Lionel: (to Lois and Jimmy) Now if that is all from the dynamic duo, security will be happy to help you find your way out. (edit) Clark: Then why has (Brainiac) turned his attention toward you?
Kara: I don't know. But when we go up against him, it would be helpful if were on the same playing field. Or should I say "sky? (edit)

The headline for the article Clark reads about Patricia Swann's death says "Prominent Metropolis citizen dies a suspicious death." Besides being inaccurate (she was shot in the head, which would be murder, not a "suspicious death"), it was established in the preceding episode that she was just passing through Metropolis, then said she'd get an apartment to be near Clark. That would in no way qualify her as a "Metropolis citizen." (edit) In the second flashback, Lionel says that Smallville is "just outside the city" of Metropolis. As previously established, it's about 180 miles/3 hours drive away. (edit) Trivia: Young Lex can be seen playing with a Warrior Angel action figure. (edit)

Lionel: (to Lois and Jimmy) Now, if that is all from the dynamic duo...
The Dynamic Duo is the name commonly used for the superhero team of Batman and Robin. (edit)