Writer:	Matthew Okumura
Director:	Bill Gereghty
Star:	Sam Jones III ('Pete' Ross (Seasons 1-3)),  Kristin Kreuk (Lana Lang),  Annette O'Toole (Martha Clark Kent),  Michael Rosenbaum (Alexander ('Lex') Joseph Luthor),  John Schneider (Jonathan Kent),  Allison Mack (Chloe Sullivan),  Tom Welling (Clark Kent/Kal-El of Krypton),  John Glover (Lionel Luthor (Recurring Season 1, Regular Season 2+))
Recurring Role:	Emmanuelle Vaugier (Dr. Helen Bryce)
Guest Star:	Michael David Simms (Dr. Neil Moore),  Todd Talbot (Dr. Trenton),  Sean Millington (MP),  Craig Veroni (DCA Agent),  Steadman (Themselves)

Deleted Scene: Clark and Lex are talking about Helen's success in her career and whether or not if Lex should make a move or let her go. (edit) In Chloe's poem to Clark she reads the line: 'In fact, my disguise is so thin, I'm surprised you haven't seen right through me'- this is a small reference to how Clark disguises himself when he is not Superman. By simply wearing glasses. (edit) John Glover doesn't appear in this episode. (edit) The bit about the Talon soundtrack Pete is mixing is a reference to the fact the Smallville soundtrack was released the week after this episode aired. (edit) Music: "Not That Simple" by Jamestowne, and "Wave Goodbye" by Steadman. (edit)

Clark: (to Lana) It's weird how random memories can just pop into your head, huh? When I was in second grade, I was afraid to go to school because I thought my mom would disappear while I was gone and never come back. I wouldn't even get on the bus in the morning until she promised she'd be there when I got home. Sure enough, every day, there she was when I walked in the door. (edit) Chloe's Letter: I want to let you in on a secret. I'm not who you think I am. In fact, my disguise is so thin I'm surprised you haven't seen right through me. I'm the girl of your dreams masquerading as your best friend. Sometimes I want to rip off the façade like I did at the spring formal. But I can't because you'll get scared and you'll run away again. So I decided that it's better to live with the lie than expose my true feelings. My dad said there are two types of girls -- the ones you grow out of and the ones you grow into. I really hope I'm the latter. I may not be the one you love today, but I'll let you go for now, hoping one day you'll fly back to me. Because I think you're worth the wait. (edit) Jonathan: (as Bryce tries to take Clark's blood sample) You don't understand... you can't do that.
Dr. Bryce: Is this some kind of religious thing? (edit) Pete: Given a choice I'd rather play D.J. than decoy any day. (edit) Lex: The Kents are like family – they mean more to me than my own. (edit)

When Martha drops the lemonade jug it broke on its side. But when she falls it is only broke at the top, and is sitting upright. (edit) Martha holds the Key and shot moves to focus on the keyhole in ship 0:31, yet when she looks back over to the ship after Clark left, the ship is turned around, and the hole is nowhere near visible 0:56. (edit) At 19:34 Helen removes the rubber strap from Clark's arm, but seconds later it is back on his arm and she removes it again. (edit) When Jonathan breaks into the compound, his truck is left outside of the compound and was easily accessible during the escape, which means it should have been noticable. Wouldn't a security guard notice an unidentified truck parked right outside of a high security area? (edit) When Jonathan is breaking into the DCA compound, the fence that he "cut" isn't cut at all. It's just two separated fences. The only cut parts of the fence are the cuts we see him make as well as one cut below. (edit)

Pete: Indiana Jones couldn't find it down there.
Indiana Jones is a fictional archaeologist and adventurer. Played by Harrison Ford, Indiana is the star character of the films Raiders of the Lost Ark (1981), Indiana Jones and the Temple of Doom (1984), and Indiana Jones and the Last Crusade (1989). Several spin-offs of the Indiana Jones mythos have also been created. (edit) Pete: Yeah, we'll put it between the old Betamax and my dad's Pong games.
Pete is referring to icons of 1970s pop culture and entertainment. Betamax is video cassette format used in early camcorders, similar to VHS. Pong is a classic video arcade game consisting of two paddles bouncing a small ball between them. (edit) Pete: X-Files alert!
Alluding to the TV show - coincidentally or not, the guy who plays Dr. Moore appeared in several episodes of that show as an FBI agent. (edit)