Kara tells Lex he is destined to defeat the Traveler and offers to take him to the Fortress to learn how. Clark is stunned that "Kara" would go to Lex but it is revealed that Brainiac is impersonating Kara and that she's actually trapped in the Phantom Zone. Chloe is arrested by the Department of Domestic Security and Lana awakens from her comatose state. Meanwhile, in an epic turn of events, Clark and Lex face off in the Fortress and Lex learns Clark's secret.
→ see also Category:Screencaps from episode 7x20
Edward Teague is on a private jet when the flight attendant approaches him. It is Kara Kent beginning to question him about Veritas and a device. He avoids her questions and she grabs him by the neck and punches a hole in the side of the plane. She threatens to throw him out, until he admits that Lex Luthor probably has the information she seeks. Kara flies out of the plane, destroying the tail and causing it to crash.
Lex is in his Daily Planet office when he is informed that two of his teams have gone missing trying to reach their target in the Arctic Circle. Jimmy Olsen enters and thinks he is meeting Lex about his upcoming Kawatche Caves article. However, Lex reminds him that he did Jimmy a favor by calling the Department of Domestic Security and keeping Chloe Sullivan out of prison so he wants Jimmy to distract Lois Lane, who has been asking too many questions about him. Jimmy is reluctant because Lois is quite persistent but Lex has forced his hand. He gives him bogus satellite images to throw Lois off the trail.
Clark Kent answers his door to find Lois eager to see him. She explains that since Chloe was fired, a spot has opened up in the bullpen. She gives him an application and says she thinks he is destined for greater things than working on a farm. Clark points out that he would never work for Lex and Lois asks why they were ever such great friends. Clark just says that sometimes people don't turn out the way you think they will. He warns Lois to be careful working for Lex. Chloe arrives and asks to talk to Clark in private. Lois exits and Chloe informs Clark that Teague has just died in a plane crash.
Clark and Chloe go to the Isis Foundation where she explains that she has hacked into the plane's black box and learned details about the crash. She plays garbled audio and Clark uses his super hearing and is surprised to hear Kara's voice, threatening to bring the plane down. They wonder if Kara is as dangerous as other Kryptonians they have come in contact with but Clark is reluctant to believe that Kara is a killer. Chloe plays more audio and Clark hears that she is going after Lex.
Kara arrives in the Luthor Mansion and uses her X-ray vision to locate the orb in Lex's safe. However, there is a fail-safe protection within the orb, preventing anyone other than a human from using the device, which means she is unable to take it for herself. Clark finds Kara and asks her about the plane crash. Kara says she was only trying to protect him and killed Teague for going after Clark. He grabs her and speeds her back to the barn. He questions her strange behavior, suggesting she has come into contact with red kryptonite or has changed on returning from the past. Kara insists that she is fine. She tells Clark that if someone figured out how to control him, a lot more innocent people might die, and that she is going to do whatever it takes to save Earth. She flies away and when Clark tries to hold her back, she kicks him across the barn and departs.
Jimmy meets Lois at the Ace of Clubs and gives her the satellite images. He convinces her that Lex has been visiting the Arctic looking for new places to drill oil. Lois is skeptical but Jimmy says he got the photos from the photo lab and Lois seems convinced.
Lex finds Kara in his library, and she begins to ask him questions about Veritas. She tells him that she wants the device that can control the Traveler. She says she and the Traveler are from the same planet and demonstrates for Lex by using her heat vision. Lex realizes that Kara is in fact the being that saved him at Reeves Dam. Kara tells him that she saved him because it is his destiny to defeat the Traveler. She says the device is designed so that only a human can use it. She tells him to take the device to the co-ordinates in the Arctic and that she will help him find it. Lex doesn't understand why Kara would help destroy one of her own kind but Kara claims that she knows the Traveler's true destiny: to destroy mankind. Lex asks who the Traveler is, and Kara suggests that he already knows.
Chloe finds Clark at home with the lead box. He tells her that kryptonite is the only way to stop Kara. He is worried that Kara is right: that he hasn't done all he could to stop Veritas. He asks Chloe to help stop Kara but Chloe points out that the green kryptonite will incapacitate him as well, and that she should do it alone.
Lex is preparing to take the device to the Arctic and tells his men that another passenger is coming. Jimmy arrives and tells him that he did what Lex asked and gave Lois the photos. He thinks they are even now but Lex tells him to continue to spy on Lois. Jimmy objects, saying he does not want to lie anymore. He promises not to tell anyone about Lex's secrets and is pleased with himself when Lex seems to agree.
Chloe lures Kara to her apartment, but is shocked when the green K does not work. Kara realizes that Chloe has deceived her, prompting Chloe to try and escape the apartment. Kara blocks the door and reveals that 'she' is actually Brainiac impersonating Kara. Changing back into Milton Fine, he tells Chloe he is impressed that she tried to stop him. He attempts to pierce her head with his finger tendrils, but Chloe's power enables her to resist him. By the time she falls to the ground, Brainiac is considerably weakened and unable to continue his attack. Lex boards his jet and decides not to wait for Kara, being uncertain if he can trust her. The security team is reluctant to leave, since his last two teams have disappeared, but Lex is convinced that the device will protect him.
Clark visits Chloe in the hospital, sits by her side, and apologizes. Suddenly her eyes open; they are clouded over, and Clark realizes that she has been attacked by Brainiac. Brainiac is out seeking high voltage lines to recharge himself when Clark arrives and apprehends him. Clark now realizes that the real Kara never came back from Krypton, with Brainiac admitting that he was already impersonating her, having overcome Kara when they were out of Clark's sight. When Clark asks if he killed Kara, Brainiac says it is much worse than that. In a rage, Clark attacks him and demands that he release Chloe and Lana Lang. Brainiac points out that Clark would never kill him, as he needs to do to release them, because it is against his nature. But, in a defining moment, Clark retorts that Brainiac is not a man, but a machine, and using the nearby power supplies, electrocutes him until he explodes.
Kara is now seen trapped in the Phantom Zone, with the young Kryptonian spinning through space in one of the Phantom 'prison discs'.
Clark confirms that Chloe is okay as he goes to visit Lana. However, he is shocked to find her room in the hospital empty. The nurse explains that she made a sudden and miraculous recovery and checked out and has left Clark a DVD. Back at the farm, Clark watches the video, in which Lana explains that she felt unable to tell him in person. She says they were fooling themselves by thinking they were meant to be together. She says the world needs him more than she does. She tells him she loves him more than he will ever know, but asks Clark not to look for her. Lois arrives just as the video is ending. Clark starts to cry and she gives him a comforting hug.
Jimmy brings Chloe home from the hospital. He is very nervous and admits that when Chloe was in the hospital he realized how much she means to him. He gives her a plastic ring and proposes. Before she can answer, armed agents from the Department of Domestic Security storm into the Talon and place Chloe under arrest. Jimmy tries to protest, but they punch him to the ground. As they are hauling her off, Chloe screams for Jimmy to call Clark. Jimmy finds Clark in his loft and tells him Chloe got arrested. Jimmy admits that he made a deal with Lex, but backed out of it, and says that Lex is now headed to the Arctic Circle.
Lex is in the Fortress of Solitude and is about to place the orb into the glowing console. Clark makes it to the Fortress where Lex is waiting. They stare each other down. The orb glows in Lex's hand. Lex says that Clark has brilliantly been disguising himself as a mild-mannered farm boy, but is secretly plotting mankind's demise. Clark protests, saying he has never hurt Lex. Lex counters that Clark never trusted him, and that they could have worked together to enable Clark to become a hero. Clark says Lex has no right to control his life, but Lex believes that it is his birthright to save mankind, and that all of his suffering has led him to this point. Then, saying "You'll never threaten the world again—Kal-El", Lex places the orb into the console where it glows brightly and precipitates the breaking apart of the Fortress. Clark falls to the ground, and Lex kneels down and holds him and tells him that he'd loved him like a brother. The Fortress collapses around them.
- Tom Welling as Clark Kent
- Michael Rosenbaum as Lex Luthor
- Kristin Kreuk as Lana Lang
- Allison Mack as Chloe Sullivan
- Erica Durance as Lois Lane
- Aaron Ashmore as Jimmy Olsen
- Laura Vandervoort as Kara Kent and Brainiac
- John Glover as Lionel Luthor (credit only)
Special Guest Star
- James Marsters as Brainiac
- Adam Lolacher as DDS Agent
- Julia Anderson as Nurse
- Matt Reimer
- "Enough Is Enough" - Homy
- "Perfect" - Michelle Featherstone
- Arctic refers or pertains to the location of the North Pole (the Arctic Region).
- The title refers to the setting of the showdown between Clark and Lex set in the Arctic; in the Fortress of Solitude. The Fortress of Solitude is located in the Arctic Circle.
- Antagonists: Lex Luthor and Brainiac
- Clark’s Abilities: Super-Hearing, Super-Speed, Invulnerability
- Brainiac’s Abilities: Shape-Shifting, Super-Strength, Super-Breathing, Invulnerability, Flight, X-Ray Vision, Heat Vision, Electricity Absorption
- Lex tells Brainiac/Kara about his belief that it was Kara who saved him at Reeves Dam in Bizarro and Brainiac says "I saved you for a reason" to convince Lex that it is his destiny to help him, by using the orb to defeat Clark whose destiny is to destroy mankind.
- Promotional images for this episode showed Lex in snow gear approaching the Fortress, which had been shot for the ending of Veritas before the season resumed filming from the writers' strike. That image and footage was scrapped in favor of newer footage with Lex dressed in a manner reminiscent of his coat in Season Five's Vessel and Season Six's Zod.
- Brainiac absorbed energy from an electric power station in order to recover is similar to Sean Kelvin absorbing heat energy in Season One's Cool.
- Lana's video letter where she describes how the world needs him more than she does to Clark bears a striking resemblance to a letter in the comics that adult Lana left for Superman, describing how she wishes they could have spent their life in a bubble away from the world. Lana also made a video break-up message for her high school boyfriend while he was away at war.
- This is the second season finale that features James Marsters as Brainiac (after Season Five's Vessel) and the third that features the character Brainiac (after Season Five's Vessel and Season Four's Commencement).
- It possible that Lex remembered the name Kal-El from the Disciples of Zod in Season Five's Arrival.
- This finale is the third one where a main character discovers Clark secret of being an alien. In this case, it's Lex while the previous two were Lana in Season Six's Phantom and Lex in Season Five's Vessel.
- This is the third season finale to feature all but one main character with Lionel Luthor in this season, Pete Ross in Season Three's Covenant and Jonathan Kent in Season Five's Vessel.
- This is the first season finale that doesn't feature Lionel Luthor or Martha Kent.
- This is the last episode in which Michael Rosenbaum (Lex), Laura Vandervoort (Kara), and Kristin Kreuk (Lana) are series regulars.
- Although Lionel died four episodes prior, this episode is the last one where John Glover is credited as a series regular.
- Laura Vandervoort portrays Brainiac posing as Kara in this episode. In Supergirl, Vandervoort guest-stars as the DC Comics character Indigo, later revealed to be Brainiac 8.
- This episode has three unaired scenes on the Season 7 DVDs.
- In the first, it is revealed that Lana became uncontrollably violent during her catatonia at least once, but Clark is able to plead with her and calm her down.
- In the other two, Lois and Jimmy are dealing with Chloe's attack, which doctors have presumed was a stroke. Lois is packing to visit Chloe in the hospital and upset with Clark, unaware that he is still trying to track down Brainiac. Jimmy tells Clark that he found her unconscious on the floor. He thinks Chloe's meteor power is the reason for her condition, and is somewhat not surprised that Clark already knew about it. This last scene was somewhat reworked for Season Eight's Abyss, where Jimmy reveals to Clark that he thinks Chloe's meteor infection is making her sick, but realizes Clark already knows about it.
- This is the sixth time Lex has discovered Clark's secret. He forgot about Clark's powers in Season One's Hug (after being influenced by Bob Rickman), in Season Three's Shattered (due to electroshock therapy), and in Season Four's Onyx (after black kryptonite merged the good and bad Lex); Lex also discovered Clark's secret in the alternate timeline of Season Five's Reckoning, and Clark dreamed he did in Season Three's Slumber.
- The Kryptonian device Lex uses to destroy the Fortress was found in the fireplace mantle of the Luthor Mansion by Lex in the previous episode Quest.
- After Jor-El sent the Orb to earth, he sent transmissions (the prophecy) which enabled Dr. Virgil Swann to find it. Swann then founded Veritas before hiding the orb and leaving a long line of clues to its whereabouts.
- Clark asks Kara if she's come into contact with red kryptonite. Red K was last seen in Season Six's Crimson.
- When Clark grabs Kara by her legs and she kicks him across the barn, it is similar to their first meeting. In that case, Clark slams her back onto the ground. This may be another hint that this is not the real Kara.
- This is the first time Lana has been "awake" since Veritas.
- This is Lana's fourth "Dear John" letter. She broke up with Whitney Fordman in Season Two's Heat with another video letter while he was posted overseas. She left Jason Teague a note before abruptly leaving him in Paris in Season Four's Gone. She also wrote Lex a breakup note intending to leave him before their wedding in Season Six's Promise.
- Brainiac says to Chloe, "I remember you. Always sticking your pretty little head where it doesn't belong," referencing when Chloe helped Clark defeat Brainiac in Solitude.
- This is Lana's third time moving away from Smallville, the first was in Season Three's Covenant and the second was in Season Six's Phantom.
- Brainiac says "If we would have done this my way, no one would have gotten hurt." He earlier said this to Kara and Clark in the episode Veritas.
- At their final showdown in the Fortress, Clark says to Lex that "I've never done anything to hurt you." Apparently, Clark's forgotten the times that he had intentionally hurt Lex in Season Five's Mortal, the time he actually tried to kill him in Season Six's Crimson, or even allowed Lex to get hurt in Siren.
- This is the first episode since Veritas that Lois appears in where she isn't in any physical danger.
- This episode marks the 5th time Clark wears his Red jacket/Blue shirt outfit in a season finale after Season Three's Covenant, Season Four's Commencement, Season Five's Vessel and Season Six's Phantom.
- This episode marks the 75th appearance of Clark's red jacket & blue shirt outfit, which he wears frequently throughout the series.
- Brainiac was last seen in Apocalypse.
- The outfit worn by Chloe in the first part of the episode is later seen again in Hex, when she is transformed into Lois.
- The aftermath of Brainiac's attack on Chloe in this episode was revealed in Season Eight's Odyssey, Toxic and Bloodline: Brainiac infected Chloe's brain to cause almost total amnesia in Abyss and was able to take over her body completely in Legion.
- It is later revealed in Season Eight's Power that Lana was forced by Tess Mercer to make the video for Clark and taken away. She escaped her captors and realized that what she was forced to say in the video was true, so she decide to let Clark go and give him to the world. Lana spent the next seven months training and keeping an eye on Lex to protect Clark , knowing how dangerous he was now that he knew his secret. She also plot against Lex in order to stop him from getting super powers thanks to the Prometheus Suit, that she decide to steal and use to do good in the world.
- The Orb that Lex uses to destroy the Fortress was revealed to be in Tess's possession in Season Eight's Eternal.
- Before his confirmed return in Season Ten's Finale, Part 2, this episode was thought to be Michael Rosenbaum's final episode as Lex.
- Lex's usage of the Orb would have repercussions that would follow during subsequent seasons: Lex's discovery allowed the Orb to fall into the hands of Tess, then Tess is guided into releasing the Orb, and Zod later is ascended into another dimension which ultimately allowed the release of Darkseid.
- Brainiac: This is a simple matter of self-preservation. When I couldn't kill you, I knew I had to control you.
- Clark: I'm in control now. And you will release Chloe! You'll release Lana!
- Brainiac: The only way to save them would be to kill me now, in cold blood. Which goes against everything you stand for. You could never deliberately take another man's life.
- Clark: You're not a man. You're a machine. (electrocutes Brainiac)
- Chloe: (exposes Kara to kryptonite) Why isn't it working?
- Brainiac-as-Kara: Check the expiration date?
- Brainiac: (to Chloe) I'm impressed. I wouldn't have thought a member of your weak-willed species, especially a friend of Kal-El's, could ever use kryptonite against his cousin.
- Lex: (looking at the Fortress) I must admit, Clark. This is a big step up from the barn.
- Clark: It's not what you think, Lex. You don't understand.
- Lex: For the first time, I think I do. You see, you live among us as a mild-mannered farm boy. But secretly, you're a strange visitor from another planet, plotting our demise.
- Clark: That's not what I'm doing at all.
- Lex: It's a brilliant disguise, Clark. You don't even need a mask.
- Clark: I'm not your enemy, Lex. I've never done anything to hurt you.
- Lex: You didn't trust me. With everything you had, with everything you could do, did you ever think about what we could have accomplished together? I would have helped you become a hero.
- Lex: Who am I to turn my back on my fellow man? Especially after you turned your back on me? I'm sorry, Clark. But you are the Traveler. You hold the future of the entire planet in your hands. I'm here to take it back.
- Clark: Lex...
- Lex: You'll never threaten the world again... Kal-El.
- Brainiac-as-Kara: Why is it every time I bring up Veritas, people seem to suffer from sudden amnesia?
- Clark: Have you come into contact with red kryptonite -- a ring, a necklace?
- Brainiac-as-Kara: I stopped wearing jewelry.
- Brainiac: (to Chloe after her powers foiled his attempt to infect her) What the hell are you?!
- Brainiac-as-Kara: (to Lex) I always thought the Traveler was meant for good, even he thinks he is, but he went home from Krypton and learnt the truth about his fate. He won't save mankind, he will destroy it.
- Lex: (to Clark) I love you like a brother Clark, but it has to end this way. I'm sorry.
- Sometimes called the "Bubble letter," the letter can be read here (page 1) and here (page 2) courtesy of Lana-Clark.net.
- Hollywoodinsider.ew.com May 2008
- TV Guide.com Blog May 17, 2008
- Ausiello Report blog May 8, 2008
- Jason holds up a note as he says, "I, uh, found this. "Jason, I had to go back home. I wish I had time to explain." So now you do." Lana apologizes. Jason replies, "It's okay. It's all right. You know, I kept trying to convince myself that this wasn't about me, but... you can't really put that in a note, can you?"-- 4X02, Gone
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