Brainiac begins removing Chloe's memories one by one until the only person she remembers is Davis. Clark realizes the only way to stop Brainiac from taking over Chloe's mind is to rebuild the Fortress of Solitude and ask Jor-El to heal her.
→ see also Category:Screencaps from episode 8x09
Chloe's memories are in green.
Chloe awakens to find that Jimmy has brought her breakfast in bed. He tells her that Lana is one of those who have not responded to their wedding invitations. Chloe looks confused and Jimmy explains who Lana is. He is concerned because Chloe has seemed forgetful lately, but Chloe says she just has a case of pre-wedding jitters. He reminds her about their engagement party and she remembers the evening. However during the memory, things start to change and disappear. Jimmy's face blurs until she can't recognize it and she snaps out of the memory. Jimmy is worried that she blanked out for a second, but now Chloe cannot remember him at all.
Jimmy goes to the Kent Farm to tell Clark what has happened to Chloe and how it has now got so bad that she was actually afraid of him until he showed her some photos of them together. He mentions her meteor infection and is not surprised to learn that Clark knows about it. He asks Clark to talk to her.
Chloe is on the way to the hospital library to research memory loss when she runs into Davis Bloome. She remarks that he looks exhausted and remembers that she was going to help him investigate his past. Davis says that he is no longer interested. He wants to talk some more but Chloe says she is in a rush. He asks if something is wrong with her and Jimmy, but Chloe tries to pretend that she is fine. Davis tells her that he is there for her, but he looks upset that she did not want to talk with him.
Chloe is at the Isis Foundation researching amnesia when Clark arrives. He asks her if she is all right, but Chloe claims Jimmy is over-reacting. She rattles off a list of Jimmy 'facts' and Clark recognizes that she is acting strange. He says he heard her close the computer bay and when he doesn't believe her lie, he forces it open. Chloe has plastered the walls of the room with notes to remind herself about her life and the people in it. She admits that she has been losing her memory, but comes there to remind herself. Finally, she admits that she has to face the reality that Brainiac is slowly taking over her mind.
Davis goes to Chloe's apartment with his RSVP, but is really hoping to see her again. However, Jimmy opens the door and Davis tells him about Chloe's behavior that morning. After he asks and Jimmy tells him how much he loves Chloe, Davis says he won't be able to attend the wedding.
Clark takes Chloe to his barn and asks her about her amnesia. She tells him that when she focuses on a memory, it is replaced by Kryptonian code. She draws a symbol which keeps recurring in her mind and Clark translates it as meaning 'doom'. Clark tells her he wants to use the newly recovered Crystal to rebuild the Fortress of Solitude to help her. Chloe says the crystal is dangerous, but Clark tells her that he will not let his secret destroy her life. Chloe tells him that knowing his secret changed her life for the better. She then recounts the memory of Clark catching a car, but it ends abruptly and is replaced with code. She snaps out of it to hear Clark calling her name. She thinks the memory wasn't lost but, when Clark asks her if she remembers his abilities, she doesn't recognize the terms 'Kal-El', 'Krypton', or 'Brainiac'. Chloe realizes from Clark's reaction that she has forgotten something important, and Clark is now convinced that he must rebuild the Fortress and ask for Jor-El's help. He instructs her to stay in the barn, but she doesn't want him to leave her, so he gives her a school yearbook to jog her memory and super speeds away. Chloe looks confused and tearful at his rapid disappearance.
Clark arrives in the Arctic and watches as the Fortress is rebuilt.
Jimmy arrives at the barn and Chloe pretends to remember him, but Jimmy is not convinced. He wants to take her to the hospital, but she tells him that she wants to trust Clark, who asked her to wait there. Jimmy shows her photographs of them as a couple to persuade her.
Clark rebuilds the Fortress and talks to Jor-El who explains that he did indeed program the Fortress to self-destruct and strip him of his powers if he became a danger to Earth. Clark tells him that he better understands his role to protect people and that Jor-El can trust him. Clark asks him to cure Chloe and he agrees, but warns that Brainiac is highly unpredictable and poses a tremendous threat to all of them. He asks if Clark is ready to take that risk.
At Metropolis General Hospital, Chloe prepares to get an MRI scan, but when the machine starts up, it stimulates her to see flashes of memories with Clark, until she views their first meeting as eighth-graders, in which a young Clark shows her his loft. Chloe as a child admits that she doesn't make a lot of friends because her mother left their family. She mentions a book she lost in the move, so Clark super speeds to fetch a copy from the library and pretends he had it all the time and that they share an interest. Chloe is touched and she kisses him but the memory begins to fade. She takes Clark's hand and runs into another of her memories, the chaos in the basement office of the Daily Planet during Dark Thursday, hoping it will preserve her memory of him. In her memory, she is approached by Clark, but this memory also starts to fade. Chloe clings to Clark and pleads for him not to leave her. Clark assures her that he never will, but moments later, he is pulled away into oblivion. The remaining details are sucked away until Chloe sees herself and the symbol for doom. When the chaos of the memory has faded, Davis appears. The MRI machine continues to overload and the technician removes her. She tells them that she has to find Davis.
Chloe finds Davis outside in the ambulance bay and tells him that all she remembers is him and her name. He wants to call her friends, but she is afraid since she doesn't know who her friends are and says she only trusts him. Davis again tells her he will be there for her.
Clark returns to the Talon, but only Jimmy is there. He confesses that Chloe went missing from the hospital. Both men are feeling guilty for leaving her alone. Clark suggests they work together and tells Jimmy to contact John Jones to locate her while he covers the streets.
On his way out, Clark finds Davis arriving with Chloe. However, Chloe, who only remembers Davis, is fearful of Clark and also Jimmy when he arrives. She starts to panic, so Davis injects her with a sedative and leaves. Clark tells Jimmy they will take her back to the hospital and instructs him to get her things. When Jimmy exits, Clark picks up Chloe and speeds off with her to the Fortress.
Clark tells Jor-El that he believes Chloe wouldn't have been hurt if she had never known his secret. He tells Jor-El that he doesn't want her to remember anything about Krypton or his abilities. Jor-El agrees, and Clark addresses Chloe, who is still unconscious. He tells her that she has been his best ally, but he wants to protect her from the danger of knowing his secret. He kisses her forehead and a bright light flashes. A black substance which is Brainiac moves out of Chloe's eyes and oozes from her ear, and soaks into the surface of the Fortress.
Chloe is back in her flat, fully recovered and excited to be planning her upcoming wedding with Jimmy. Clark arrives and it becomes clear that Chloe does not now know his secret.
Chloe leaves to head to Metropolis for more wedding planning when she is approached in the alley behind the Talon by Davis. Chloe thanks him for helping her when she was sick. Davis admits that he lied about having to work during the wedding, and says that he can't bear to watch her marry the wrong man. Chloe is alarmed at his straight-forwardness, and tells him that there might have been an attraction when they first met, but now she is sure of her feelings for Jimmy. Davis pushes harder and kisses her. Chloe backs away, but Davis tells her that he is not ready to let her go. Chloe looks apprehensive.
Clark goes back to the Fortress to talk to Jor-El. He asks him about Chloe seeing the symbol of doom. Jor-El explains that the symbol represents a virtually-unstoppable Kryptonian creature that has made its way to Earth. Clark realizes that Brainiac was trying to contact the creature through Chloe. He vows to take it on. Jor-El supports him and Clark exits when finally calling him " Father". Brainiac then appears from hiding in his natural liquid form and climbs onto the console and begins to infect the Fortress. As the entire Fortress turns black, Brainiac announces that the House of El will fall and that Doomsday is coming.
- Tom Welling as Clark Kent
- Allison Mack as Chloe Sullivan
- Erica Durance as Lois Lane (credit only)
- Aaron Ashmore as Jimmy Olsen
- Cassidy Freeman as Tess Mercer (credit only)
- Sam Witwer as Davis Bloome
- Justin Hartley as Oliver Queen (credit only)
Special Guest Star
- Victoria Duffield as Young Chloe
- Jackson Warris as Young Clark
- Nicki Burke as Nurse #1
- Robert Lawrenson as Neurologist
- Eby Luking as Nurse #2
- "Sad Girl" - Blue
- Abyss refers to a chasm or gorge that is so deep that the bottom is not visible.
- In this episode, it refers to Chloe's lost memories.
- Abyss also figuratively refers to a profound difference between people such as Chloe and Brainiac who she is turning into.
- It is a significant image in the works of Friedrich Wilhelm Nietzsche, who coined the German term "Übermensch", often rendered in English as "Overman" or "Superman".
- Antagonist: Brainiac
- Tess Mercer, Oliver Queen, and Lois Lane do not appear in this episode.
- Chloe says to Clark that Metropolis is something like a two hour commute from Smallville. The distance between Smallville and Metropolis has been an inconsistency in the show since Season One's Nicodemus.
- The footage of Clark rebuilding the Fortress is re-used from Arrival. This time, Clark is seen in the foreground as the Fortress is created.
- After Jor-El saves Chloe, Clark calls him directly "Father" for the first and so far only time. He has actually referred to Jor-El as his father on numerous occasions but this is the only instance where he addresses him as Father during one of their conversations.
- In Pariah, when Chloe learned Clark's secret, Alicia Baker was beside her after teleporting her to the construction site where they both hid from Clark. However, in the scene here where Chloe remembers Clark catching the car, Alicia is not there, indicating that she has forgotten her.
- Images of Lois Lane, Lex Luthor, Lionel Luthor, Lana Lang, Tess Mercer, Jonathan Kent, Martha Kent, and Oliver Queen are seen on the computer screens at Isis to help Chloe remember.
- In the Dark Thursday memory, after Clark is dragged away and deleted, when the camera slowly zooms in on Chloe and the symbol for Doom, the future Superman symbol is visible briefly.
- The conversation that Clark and Jimmy have about Chloe's meteor infection replaces a deleted scene from Arctic where they had a similar exchange after Chloe was attacked.
- Davis Bloome was the last (and only) person Chloe remembered at the apex of her amnesia.
- The name Doomsday is used for the first time.
- The name of the author of Tales of the Weird & Unexplained, Aleya Naiman, is a nod to the show's prop master.
- James Marsters' voice is heard, but he is not credited.
- The scenes where Chloe's memories are erased are very similar to scenes from the film Eternal Sunshine of the Spotless Mind. In both, objects disappear and crumble as the characters run from memory to memory trying to preserve them.
- Brainiac attacked Chloe in Arctic.
- Chloe's memories reference many different points of her and Clark's relationship. Among those pictured are their kiss in Magnetic, their reenactment in Bound, their date in Tempest and the memory of their first kiss, first described by Clark in Obscura. The culmination of her memory loss during Dark Thursday contains flashes of their kiss in Vessel and Clark saving her from the car crashing through the window.
- Clark refers to Pete Ross by name for the first time this season. He also mentions Lana, Kara, Lex and Lionel by name.
- In this episode, Chloe loses her memory of Clark's secret. In Season 7's Cure, she was willing to lose her memories of all of her friends and family in order to avoid psychosis.
- The Fortress is rebuilt, after being destroyed in Season 7's Arctic.
- Jor-El had hoped that one day Clark would call him "Father" in Season 5's Hidden.
- This is Chloe Sullivan's fourth visit to the Fortress of Solitude. She has previously been there in Arrival, Solitude, and Traveler.
- Brainiac may have prevented the MRI machine from turning on to protect himself. In Legion the nanites that make up Brainiac are removed from Chloe with magnetism.
- This episode marks the 82nd appearance of Clark's red jacket & blue shirt outfit, which he wears frequently throughout the series. In Identity it became identified as his Red-Blue Blur attire.
- Jor-El was last heard in Apocalypse.
- Jimmy quotes the 1954 song "Fly Me to the Moon" by songwriter Bart Howard. The song has been recorded by several singers, including Frank Sinatra, who recorded it in 1964.
- Chloe calls Smallville "Norman Rockwell's neighborhood," a reference to the artist famous for depicting idyllic images of American family life, mostly on the cover of the Saturday Evening Post periodical throughout the Twentieth Century. Ironically, she also assumes that nothing strange will happen in the town.
- Chloe: I've forgotten almost everyone, Clark, and I'm having to fake my feelings more and more with people. Pretty soon there isn't going to be any more "I, Chloe." Just an I.Q.
- Jor-El: Welcome home, my son.
- Clark: Home? I wanted to see it that way, Jor-El. I wanted to learn more about my family, about my destiny. Then you tore it all away.
- Jor-El: I programmed the Fortress to remove your powers and self-destruct if you became a danger to the planet.
- Clark: When you sent me here, you had no way of knowing how I would use my abilities. You trusted me. When I betrayed that trust, you were willing to sacrifice your only son to save this planet. But now I know what it truly means to protect people, not just my family and friends.
- Jor-El: You've made great progress, my son.
- Clark: One thing needs to change. You call me your son. You treat me like your enemy. I think it's time you stopped punishing me, and start trusting me again.
- Jor-El: You've grown up. Your trials have matured you.
- Clark: My trials are not over, Jor-El.
- Clark: Chloe never would have gotten hurt if she wasn't trying to protect me.
- Jor-El: I tried to warn you the danger in sharing your true identity.
- Clark: Now that I'm taking more risks, it's even more dangerous for her. Chloe deserves a life free from the burden of my secret. When you restore her memory, I don't want her to remember anything about Krypton. Or my abilities.
- Jor-El: I know this choice is not easy for you, my son. But it will be done.
- Clark: You're the best friend and ally I could have had, Chloe. The truth is, you saved me more than I could have ever saved you. I'm sorry to go back to hiding the truth from you, but the best way that I know to protect you... is to let you go.
- Clark: Jor-El. I've come here to thank you for what you've done. Chloe's a lot safer now that she doesn't remember the truth about me. I guess I'm just starting to realize how much I actually lost.
- Jor-El: You made a difficult choice. I'm proud of you, Kal-El.
- Jor-El: The symbol for doom represents the ultimate destroyer. A Kryptonian creature bred for a single purpose... to kill. It adapts and evolves to any attack. It is virtually unstoppable, and it appears it's made its way to Earth.
- Clark: (referring to Doomsday) I don't care how powerful it is. I'll take it on like I have everything else.
- Jor-El: I'm here for you as well, my son.
- Clark: Thank you... Father.
- Davis: I can't go to your wedding Chloe, because I can't watch you marry the wrong man.
- Chloe: Jimmy, I'm impressed. You managed to balance out singles, couples, and families while keeping all of the exes at different tables, and still keeping the kids' tables away from the cake. You truly are the Zen master of seating charts.
- Jimmy: More the master of musical chairs.
- Brainiac's voice: (to Jor-El) Your son is destined to fail. Soon a new age will dawn on Earth. An age of power and strength, and the fall of the House of El... Doomsday is coming.
- Clark: Before you trailed off, you were talking about the first time you saw me use my abilities.
- Chloe: Abilities? As in your ability to look both ways before you cross the street?
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