Writer:	Philip Levens, Miles Millar, Alfred Gough
Director:	Greg Beeman
Star:	Annette O'Toole (Martha Clark Kent),  Sam Jones III ('Pete' Ross (Seasons 1-3)),  Eric Johnson (Whitney Fordman (Season 1)),  Kristin Kreuk (Lana Lang),  Tom Welling (Clark Kent/Kal-El of Krypton),  Allison Mack (Chloe Sullivan),  John Schneider (Jonathan Kent),  Michael Rosenbaum (Alexander ('Lex') Joseph Luthor)
Recurring Role:	Robert Wisden (Gabe Sullivan),  Tom O'Brien (Roger Nixon),  John Glover (Lionel Luthor)
Guest Star:	Angelika Baran (Erika Fox),  Scott Bellis (Assistant Principal),  Don Thompson (LuthorCorp Employee),  Remy Zero (Musical Guests)

This episode was nominated for Golden Reel's Best Sound Editing in Television Episodic - Sound Effects & Foley in 2003. This episode was nominated for a CSC Award for Best Cinematography in TV Series. (edit) When Lionel Luther is getting out of the helicopter, you can notice the bridge in the background. This bridge is the Alex-Fraiser Bridge in Canada near Vancouver. (edit) Musical guest stars: Stabbing Westward (What Do I Have to Do?), Sherri Youngward (Where This Love Goes), Lifehouse (Everything - during Lana and Whitney's dance), Greenwheel (Breathe), Gigolo Aunts (Let Go), Paul Trudeau (What We've Been Through ), and Remy Zero (Save Me and Perfect Memory - at the prom). (edit) This episode aired in Italy on 26th February 2003. (edit) This is the last episode Eric Johnson (Whitney Fordman) is listed as an offical cast member in, although he guest starred in later episodes. (edit)

Lex: I don't know. Just got a bad feeling. Kind of like when you can smell the air change before a storm.
Clark: Storms are a way of life around here, Lex. The trick is not to get caught out in the open. (edit) Clark: Chloe!
Chloe: (sighs and rushes through her speech) Okay, I just... I have this horrible nightmare that you are going to rush to the bus station after Whitney leaves and profess your undying love for Lana, and I'm going to be waiting at the gym all alone, and if you do that to me Clark, I will never speak to you again, Okay? I said it. (edit) Lex: Take the buyout now and you can keep your dignity. That's more than you left me. (edit) Lex: I believe the term is cry havoc and let slip the dogs of war! (edit) Lana: One day he's worried about his English paper, and the next he's putting on a uniform and saving the world. (edit)

Trivia: The song Whitney puts on when he is dancing with Lana is the same one that ends off the very first episode (edit) If Smallville has a population of over 45,000 people, why doesn't it have a normal Greyhound bus station, instead of a spot in a dirt lot? (edit) When Lionel announces that he's closing the plant down, Lex tells him that he just fired 2,500 people, but later Jonathan says that this decision caused half the town to lose its jobs. We have seen before that the label of "Welcome to Smallville" shows that the population is over 45,000. (edit) Lex is seen reading an email just before a confrontation with his father at 14:56 of this episode. The subject of the email is "Crisis". The text is as follows:

..rebel, prompting Alexander to march on their city. Calmer heads do not prevail. Alexander seizes the "opportunity" to send a powerful statement to the rest of his empire. he and his armies kill six thousand Thebans, demolish the city and sell the 30,000 survivors into slavery. Scorched earth, Lex. That was how Alexander the Great chose to inaugurate his reign at what my college history professor liked to call the modern empire's birthplace. But that is only history. Now you have a choice between seizing the opportunity or fleeing from the danger. What you do will define your regime, as Alexander's actions defined his for generations to come.
I sincerely hope you will seize this "opportunity" to show your father and the business world--as well as those of us who serve you--an example of righteous and compassionate leadership. My family and I pray that you will. (edit) When Clark is trying to decide what color of tie and cummerbund to wear Pete tries to convince him to go with basic black while Lana says to go with the red. How did Lana even hear what they were talking about, seeing as she joined them from a different hallway at the end of the conversation? Clark of course decides to go with red but when you see him getting dressed for the dance his tie is black. (edit)

Prom Theme: Emerald Knights
In the comics, "Emerald Knight" is one of the nicknames for the superhero Green Lantern. "Emerald Knights" is also often ascribed to the team of Green Lantern and Green Arrow. (edit) Lex: I believe the term is "Cry havoc and let slip the dogs of war."
This line refers to Mark Antony's soliloquy in William Shakespeare's The Tragedy of Julius Caesar. Act III, Scene I. (edit)