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Clark Kent/Kal-El of Krypton
Alexander ('Lex') Joseph Luthor
Martha Clark Kent
Sheriff Nancy Adams
When Clark is trying to get into Level 3 thanks to the ventilation system, he seems to be speaking to Chloe very loud instead of whispering. This, and the tremendous noise he is making by simply walking into the pipes, should be more than enough to alert anyone standing beneath them.
When Martha and Jonathan come looking for Clark and Lana and only find Clark, he is nervously placing three planks against the wall. When the camera angle changes there are only two planks.
Where was Martha during the commotion at the Kents' Farm? Lee is fighting with Jonathan and the twins are fighting with Lana and yet Mrs. Kent who was there just moments ago is nowhere to be seen.
In the beginning of the episode when people are rebuilding the barn Lanna says that the whole town has gathered to help rebuild. However, we can clearly see that there are no more than a hundred people out there and Smallville is not that small.
During the confrontation between Clark and Lex, after Clark punches Lex you can see blood dripping from Lex's nose just before Clark throws Lex to the floor where he turns around and looks back at Clark, without the blood now. Lex didn't have any time to wipe the blood off from what we could see.
As the episode closes, we get a view of the night sky centered on the constellation Orion. However, Orion's dagger is hanging the wrong way and on the wrong side.
Trivia: The website Chloe visits to find the LuthorCorp schematics is http://www.publicrecords/luthorcorp_schematic&a=17d-viewfull which is of course an invalid URL.
Why is Lex so surprised that Clark gets burnt by the laser beams? He knows that Clark can be hurt, because it's happened before in "Pilot" and "Leech."
A cell phone wouldn't work inside a heavy-shielded security vault, but Lee is able to call Clark inside of it.
Given how hardcore she acts, and that she's on the trail of three nasty escaped criminals, why does Sheriff Adams hang out at the Kents so long? Is their coffee really that good?
Lee says Level 3 has all kinds of security precautions to keep people like him out. But neither we or Clark and Chloe see any of them, or any indication of any such systems. In fact, Lee and the twins seem to have the exact powers necessary to get into the vault - at least as easily as the non-powered Clark. Clark & Chloe never wonder at the lack of the security they were told would be there - it's absence should cast serious doubts on Lee's story, but they seem to still buy it.
Why were the lasers still present in the vault after Lex's fingerprint opened the door? What if it was Lex who was opening the door? How would he get the serum?
Why are the caves still so easily accessible? It's apparent that the symbols on the wall, and the dais in the once-hidden section of the cave are alien in nature. So now that it's all out in the open, why hasn't the government blocked it off and going over it with a finer tooth comb? Alternately, if Lex is still controlling the place, how does Chloe get in? Or why would he let her?
Chloe just had a terse conversation with Lex a few on-screen minutes earlier, where she accused Lex of secretly hiding the spaceship. Why does she possibly think it's a good idea to get hold of him to gain access to a secret facility underneath Lex's own company?
Clark: I want our first time to be as special as you are. It's, um, it's my first time.
Lana: It's mine too.
Clark: You and Jason...
Lana: No, no. You and Alicia?
Clark: No. You are the only one I ever really loved. It's only been you, Lana.
Clark: After everything that's happened, I thought I knew what my life would be like now. I thought it would be easier, but I guess you can never be certain what's gonna happen tomorrow, can you?
Clark: (while beating on Lex) I thought we could start over, Lex, but you're too obsessed with the past, with me. But I'm different now, and I'm through playing games with you. You want to test me? Do it yourself, you coward. (Lex punches Clark, who bleeds) Satisfied?
Martha: (to Clark) Why is your shirt on inside out?
Jonathan: I think I'll go check on Lana myself.
Clark: No, wait! You guys never believe me! Why can't you just back off for five minutes?
Martha: Clark Kent! What's gotten into you? We're not leaving until we get some answers.
(Lee and the "wonder twins" appear with Lana)
Lee: Yeah, boy! That ain't no way to talk to your mama.
(Clark shows up at Lana's apartment, bleeding)
Lana: Clark. What happened?
Clark: Had to say goodbye to an old friend.
Lana: You ever heard of a handshake?
Chloe: Clark, are you okay?
Clark: Yeah, super.
Sheriff Adams: Wait a minute. Is that coffee I smell?
Clark: We don't need superpowers for this. You'll get the door open and access the surveillance cameras and then loop the same empty hallway over and over...
Chloe: Clark? That kind of hocus pocus is gonna take hours to rig up. Sometimes it's easier if you just turn off the power.
Chloe: We all have our secrets, Clark.
Clark: This is who I am now.
Chloe: Clark, with all that you are able to do, I just can't help but think your destiny is more than just milking cows and raising barns.
Clark: Destiny is another word for not having a choice.
Chloe: Are you sure this is what you really want?
Clark: (looking over at Lana) It's what I've always wanted.
Chloe: I was talking about you, Clark, not your feelings for Lana. I mean, one day I find out my best friend's an alien, and then the next day presto-chango, he's just your average Kansas farm boy. Excuse me if I'm finding this a little hard to accept.
Lee: He's got a couple of minutes. Then I am going to start killing me some people. (looking at Martha) Starting with you, Mom.
Lana: I can't believe a second meteor shower hit Smallville. Like the first when we were kids wasn't bad enough.
Clark: Maybe this time it's different. Maybe it's not the end of something, but the beginning. A second chance.
Lex: I get the feeling I'm not her favorite person right now.
Clark: She doesn't trust you. I'm sure you're used to that kind of reaction from people by now.
Chloe: Ah, the joys of manual labor.
Clark: It's not so bad. I kind of like being sore. Makes me feel like I actually accomplished something. No pain, no gain, right?
Clark: Chloe, I already told him I had the serum.
Chloe: Well, can't you call him back and see if he can give you more time?
Clark: He's not a "more time" kind of guy.
Clark: I'm trying to save my parents and Lana. Please, you have to pull your men back now.
Sheriff Adams: Last time I checked, I was the one wearing the badge and barking the orders.
Clark: I can stop this!
Sheriff Adams: This is not the time to be a hero.
Clark: I'm not! Look, I... I'm just a normal guy who doesn't want to see everyone he loves die.
Lex: Then, why have you been avoiding me, Chloe? It's been weeks since I brought you back from that hospital in the Yukon where I found you.
Chloe: I've been busy, Lex.
Lex: Right, I heard being a third wheel is very time consuming.
Clark: We should take it slow.
Lana: Clark, we've taken it slow for four years now.
Sheriff Adams: Nice work, Mr. Kent - you ever consider a career in law enforcement?
Lee: I guess all that talk about you is true, kid – you really are out of this world.
Clark: You have no idea.
Twin #1: We...cannot...
Twin #2: ...maintain...the field.
Lee: The whole finishing each other's sentences is really grating on me!
(examining a force barrier)
Deputy Kaiden: What the hell is this, Sheriff?
Sheriff Adams: Another day in Smallville.
Clark: Hey? Is that a flash-bang grenade?
Chloe: Oh, careful. It's a graduation present from Lois. I'm saving it for a special occasion.
Chloe: Now, I couldn't pull up anything called "Top Secret Evil Lab" on the schematics, but I did find this.
Lex: Happiness is such an elusive creature, isn't it? We all wish for it but very few ever really find it.
Chloe: Doesn't make the search any less important.
Lex: Or the destination.
Chloe: You got a better plan?
Clark: Well, I mean, normally I'd just rip open the door, then superspeed past the security cameras, and somehow open the vault or whatever with my heat vision...
Chloe: So what you're saying is now that you're human, you have absolutely no useful skills?
Clark: Not so much...
Chloe: Great. I finally have my own superhero and this is what I get.
Clark: Pete was a lot better at these pep talks in these situations.
Chloe: Pete? You told Pete your secret?!?
Clark: I kinda had to - he saw my ship.
Chloe: Pete got to see your spaceship?!?
Clark: This is impossible - it's a million degrees in here!
Chloe: Gosh, Clark, I didn't realize super-whining was one of your powers.
Music: Message by Coldplay.
This is one of the first times since they were written off the show where Pete and Alicia have both been mentioned.
This is the first episode of the series in which Clark never uses his powers.
Erica Durance doesn't appear in this episode. John Glover appears but has no dialogue.
Lee: You ain't the only ones, Heckle and Jeckle. You keep that field up all right.
Referencing Heckle and Jeckle, a pair of identical cartoon magpies created by Paul Terry for his studio Terrytoons. The duo debuted in 1946 in the short The Talking Magpies. One of the two spoke with a British accent and the other spoke with a Brooklyn dialect though it was never clear which magpie was Heckle and which Jeckle.
Chloe: What about alien Ken and Barbie? They tore apart Smallville looking for you.
Barbie and Ken are best-selling dolls produced by the Mattel toy company. Barbie was first launched in 1959, and her companion doll Ken followed in 1961. Over the years, Barbie has been the target of much criticism stating that the doll portrays an unhealthy and unrealistic body image for women.
Lee: Just trying to amp up what me and the Wonder Twins could do.
Referencing the Superfriends TV series and Zan and Jayna, two aliens who could touch hands to activate their powers. Presumably the show doesn't exist in the Smallville universe and the phrase is just a coincident. Or the show is substantially different since it wouldn't have Superman in it.
Chloe: I'm always up for a little Mission Impossible
Referencing the cult TV show of a team of secret agents who go on "impossible" missions every week, which usually involved computer hacking and climbing through air vents.
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