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"Conspiracy" is the fourteenth episode in the ninth season of Smallville, and the one hundred-eighty-ninth episode overall. It aired on February 26, 2010.


Bernard Chisholm, a doctor who died and was brought back to life by the Kandorians so they could experiment on him, escapes and kidnaps some Kandorians in order to prove aliens have invaded Earth. Bernard tries to get Lois to write a story validating his claim, but when Lois refuses, he kidnaps her too. In an effort to save his people, Zod poses as a reporter from the Daily Planet and uncovers Bernard's secret lab and gets shot.


→ see also Category:Screencaps from episode 9x14

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Clark meets with Vala and Faora

Faora is in Metropolis staring at a poster of the solar tower labeled "Tower of Tomorrow Terminated". Clark arrives and points out that it would be best if she kept her Kryptonian origins a secret and not show off her dog tags to the public. She is still upset that the tower has been destroyed and feels as though she no longer knows who to trust. Clark tells her he understands she is still upset but that she can't change what has happened and the future will  be better without the tower. Faora says that what gives her hope is the fact that Clark has found her sister Vala, who is excited to see Clark. Clark wants to see that they are adjusting well to their new lives, but Faora believes it would be better if they had their powers.

Vala, on the other hand, waves the matter aside, as she knows that Clark will be there to protect them as well as the humans. As Clark leaves to follow the police sirens, Faora warns Vala not to get her hopes up about Clark as he is in love with a human. Faora invites Vala out for a coffee after she closes up the bookstore. Vala gets her keys from the counter when the front door opens, but Vala sees no one. She locks the door and closes the blinds, but when she turns around, she sees a man wearing a gas mask. She screams in terror and frantically but fruitlessly attempts to leave, but the man grabs her and knocks her out with sleeping gas. When Vala wakes up, she is imprisoned in a container, wearing just her underwear, along with two other Kandorians.

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Lois and Clark at the planet

The next day at the Daily Planet, Lois gets a message from "The Wall" when Clark arrives and she quickly hides the phone in her desk drawer. She then flirts with Clark and tells him that although they are together, they don't spend much time together and should "stop and smell the roses". Clark says he knows where to find some and decides they should have dinner at a romantic café. Their moment is then interrupted when Faora shows up. Clark has to put their plans on hold to see what she wants. Clark reminds Faora that she isn't supposed to come to The Planet but Faora tells him she had no choice as she couldn't risk Zod finding out she is in contact with him. She tells Clark that Vala is missing and she needs his help in finding her.

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Oliver finds Tess in his office

Oliver enters his office to find Tess in his chair. She wants to know why he isn't upset about the tower being destroyed as it cost their company a lot. Oliver says he thinks there is a better way to make the world greener. Tess suspects him of having a hand in its destruction, but Oliver reminds her it was a freak accident. Tess isn't convinced and after their previous history, she doesn't believe she can trust anything that came from him. She then tells him that the CFO told her that someone in his company was taking funds from the company and advised him to put a stop to it; Tess then gives him confidential papers on the matter.

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Zod blames Clark for destroying the tower

Clark goes back to the bookstore where Vala works and finds Zod there. Zod has taken over the situation and makes sure that neither the police nor the owner of the store knows what is going on so Clark could go back to saving the humans. Clark is there to help find Vala, but Zod doesn't want his help. He blames Clark for Vala's abduction as well as two other Kandorians, and informs him that whoever kidnapped them always left the Kandorians' family crest behind. Someone is hunting the Kandorians and they can't protect themselves because the solar tower was destroyed and they have no powers. Zod tries to punch Clark, but Clark easily stops him. While everyone believes the tower's destruction was an accident, Zod and Clark both know that Clark destroyed it. Clark knows it would be better for everyone, but Zod is adamant. Clark sees that Zod isn't going to tell the Kandorians because he doesn't know who or how many of them have turned against him and now that the tower is gone, Zod is weaker than ever. Zod tells Clark to think what he wants, but without their powers, the Kandorians' blood is on Clark's hands.

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Vala captured

Vala is still imprisoned by her captor, who has treated her and their fellow Kandorians as guinea pigs. He knows she is an alien, even though she vehemently denies it. He has seen that her people want to inhabit Earth. He is using his captives to get proof that they are aliens and expose them to the world so they would be hunted and eradicated. Vala is horrified by the severed arm with a Kandorian tattoo he shows her and screams for the man to stop as he goes on to hack the other Kandorian.

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Oliver flirts with Chloe

Chloe is at her apartment when Oliver arrives. He turns up the music and tells Chloe that his arrival wasn't a "booty call". He has turned up the music because he thinks that Tess could be listening, and whispers to Chloe that Tess gave him evidence that someone was stealing from his company: Chloe. In the past, a lot of women used him for his money, but he never would have believed Chloe would be one of them. Chloe denies that she was stealing, just borrowing the money from him. She is using it to buy insurance for the entire planet.

Clark has a secret meeting with Faora to ask her what Vala's connection is to the other two Kandorians that are also missing. Faora confesses that they were "cybernetic engineers" and were performing experiments on humans in an effort to restore power to the Kandorians. Faora worries that this may be the reason that they were kidnapped.

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Lois encounters Dr. Chisholm

Lois goes to the café for the date she and Clark arranged, when Bernard Chisholm arrives, offering her a story that would make the highlight of her career: aliens have invaded the earth and he has caught some himself as proof. Lois doesn't buy into his story but feigns interest. She tells him she is going to call her editor to inform him of the scoop but she really plans on going to call the police. Bernard sees through her lie and forcefully takes her back to his laboratory.

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Dr. Chisholm reveals what was done to him

He handcuffs her to a chair with a computer and reveals an imprisoned Vala to her. Lois is horrified to see Vala in her position and orders Chisholm to release her but Bernard insists Vala is an alien. He removes his hat and shows Lois the horrific scars on his head - remnants from the Kandorian experiments. He explains that he died of a heart attack, but then woke up, to find his head in this condition. Lois states that if Vala had saved his life he should be thanking her, not harming her. Bernard counters that it is up to him and Lois to stop the invasion and save mankind.

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Clark and Faora investigate

At Metropolis General Hospital, Faora tells Clark that Vala and her colleagues were stealing cadavers from the hospital morgue for their experiments. When the experiments failed they left the corpses for the authorities to find. Clark says that these people never consented to be experimented on and Zod shouldn't have allowed it, but Faora tells him that Zod didn't know. She tells Clark that he's only known Zod for a few weeks and has no right to pass judgment on him. She tells him about how Zod went behind enemy lines alone to carry her to safety and that he has always done what was right to protect his people. Clark is slightly taken back by this new revelation about Zod's life on Krypton before his ultimate betrayal. Still Clark questions Zod's involvement in Jor-El's death, Faora insists that Zod has always considered Jor-El a friend and Clark really doesn't know him as well as he might think.

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Zod goes undercover

Zod infiltrates the Daily Planet bullpen under the guise of a nerdy reporter which he has acquired by stealing a press pass, notebook, and glasses from various employees. He then makes his way to an employee named Molly Nichols and convinces her to release any and all information related to alien invasion, in particular letters sent to the newspaper that deal with UFO's. While searching through the box, Zod discovers a bunch of Chisholm's letters with the return address listed.

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Oliver discovers Chloe's kryptonite arsenal

Chloe takes Oliver to an abandoned truck trailer where she shows him an array of containers housing kryptonite arsenal weaponry as insurance for the day when Zod and the Kandorians manage to regain their powers and attempt to enslave and rule earth. She also informs Oliver that all the ID tags she had given to them have tracking devices hidden within them. Oliver is slightly confused by Chloe's actions and suggest they talk to Clark. However, Chloe explains that they can't afford to trust Clark because he'd be against their choice. As they leave, unbeknownst to them, one of Tess' men takes photos of them.

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Zod is shot

Back at Chisholm laboratory, Lois is being forced to type Chisholm's story while also trying to escape, when she hears a noise. At first she thinks it’s Chisholm returning. But it's revealed to be Zod who informs her he's an undercover FBI agent who has been watching Chisholm for a while. Zod frees Lois from the manacles and inquires where Chisholm was keeping his prisoners. Lois says that only one survivor remains, pointing to a plastic curtain. Zod investigates and finds Vala, who he tries to free just as Chisholm returns. Lois tries to warn Zod about him. Unfortunately, Chisholm pulls out his gun and aims it at Zod, shooting him directly on the side of his abdomen just as Zod attempts to walk towards him. Gunned down, Zod lies in a pool of his own blood. Chisholm turns his gun on Lois, demanding that she finish writing the story.

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Clark uses a shard of kryptonite to extract his blood to save Zod

Chisholm tries to cut open Zod when Clark bursts in and shoves him across the room. Chisholm accidentally electrocutes himself to death. Clark tries to save Zod from his gunshot wound, but he dies, so Clark grabs some kryptonite and cuts his hand and puts his blood on Zod's wound.

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Zod is healed

Zod instantly heals and wakes up, then says to Clark that he believes he can trust Clark now.

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Lois has the blood sample analyzed

Back at the Daily Planet, Lois is finishing talking on the phone about a blood sample she wants analyzed when Clark shows up. They both reflect that they have secrets. When Clark goes up onto the roof to meet Zod, Lois gets a text from "The Wall" and she realizes the blood sample is suddenly missing; in its place is a white pawn chess piece.

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Zod takes flight

Up on the roof, Zod asks Clark how he knew his blood would save him and Clark replies that he didn't know. Zod winces, apparently in pain from his "wound", and says that he may be healed but he's not made of steel. But when Clark leaves, Zod's face changes, his 'pain' disappears and he stands up tall and jumps off the roof, flying up into the sky.



Guest Starring[]




Featured Music[]

  • Stuart Roslyn / Vasco - "You're Stealing"


  • The title "Conspiracy" means an illegal plot; the act of two or more persons, called conspirators, working secretly to obtain some goal, usually understood with negative connotations.
  • In this episode, Checkmate and Zod each weave their own conspiracies.
  • In this episode, Zod pretends to be a newspaper reporter, writing about "Alien conspiracies".


  • Clark’s Abilities: Super Speed, Super Strength.
  • Antagonist: Bernard Chisholm
  • Bernard Chisholm might be named after Smallville Writer John Chisholm.
  • The Kandorians using dead cadavers to resurrect and experiment on them without their permission is similar to when they experimented on John Corben, aka "Metallo", implanting in him a kryptonite powered artificial heart in the episode Metallo. Both cases are also similar to Lex Luthor taking Victor Stone after he was in a severe auto accident very close to death and used to experiment with advanced bionic technology without his permission turning him into a cyborg in the fifth season episode Cyborg.
  • This is the fifth episode this season to feature all main cast members. The others are; Savior, Rabid, Crossfire, and Pandora.
  • Zod being shot, allowing Clark to be his savior, and pretending to befriend Clark, is similar to the current Superman comics story arc featuring New Krypton where Zod was shot. He allowed Kal-El to become the New Kryptonian General, all the while pretending to befriend Kal-El only to betray him when the time was right.
  • The idea of a resurrected man taking revenge on those who brought him to life is similar to Mary Shelley's Frankenstein.
  • Chisholm's skull cut and pierced with Kryptonite needles is a homage to Pinhead, the main antagonist in the Hellraiser film series.
  • When Zod goes undercover as a journalist, he wears glasses similar to the glasses Clark wore in Apocalypse and Idol.
  • At the end when Zod flies, you can see a new exterior shot of Watchtower. This is actually a shot of New York City, except Watchtower is where the Empire State Building would be. Also, additional buildings are added in such as the Daily Planet in the lower right part of the shot.
  • As of this episode, all Season Nine series regulars have visited the Daily Planet.
  • There is a deleted scene in this episode where Vala and Faora visit Clark in his loft to thank him. During the scene, Clark is seen wearing his plain red t-shirt for the first time since Season Eight's Eternal.
  • Faora mentions the Argo Valley on Krypton. This is probably a reference to Argo City, the home of Kara Zor-El/Supergirl in the comics and in Supergirl.
  • The scene between Lois and Zod after Zod is shot is similar to the scene between Lex and Lana after Lex is shot in Lockdown.
  • Zod getting shot by Chisholm nearly mimics when Clark himself was shot by Gabriel Duncan in Season Five's Hidden, as at each episode's end both were saved and given their powers.
  • The Watchtower is only seen briefly at the end of this episode when Zod flies past it.


  • It is stated in this episode that John Corben was one of the humans experimented upon by the Kandorians. This was shown earlier in Metallo.
  • Chloe shows Oliver a stash of kryptonite-based weapons she's purchased to fight an army of Kryptonians, including a kryptonite blade. A knife just like this was seen in the alternative timeline; Oliver gave it to Lois in Pandora.
  • When Chloe indicates to Oliver that Clark's judgment may be misguided and that she wishes to avoid "another Doomsday scenario," it is not entirely clear if she is referring to the altered apocalyptic future revealed in Pandora, or to the situation with Davis Bloome at the end of Season 8 (in which she herself demonstrated some misguided judgment as well).
  • Clark's blood has been used to pull off miracles before, such as the resurrection of Adam Knight , in Ressurection, and to create an antidote in Rabid.
  • The destruction of the solar tower is mentioned, which happened in Persuasion.
  • This episode marks the 13th appearance of Clark's black Blur outfit, which he wears frequently throughout Season Nine.


  • After Chloe Sullivan tells Oliver and Lois about all the surveillance she's placed on the Kandorian army members, Oliver refers to "1984: The Sullivan Edition." 1984 is a novel that has a theme of pervasive government surveillance.
  • Lois asks Zod how he ended up in her "Nightmare on Psycho Street." Nightmare on Elm Street is a horror movie series; the plot revolves around several teenagers who, if they fall asleep, will be killed by Freddy Krueger in their dreams, thus causing their deaths in reality.



Vala: (runs into Clark's arms) Kal-El!
Clark: It's "Clark" remember? You both need to call me by my human name.
Vala: "Clark" just sounds so alien.
Clark: I came by to check on you both. I understand how difficult it can be adjusting to a new home.
Faora: Without our powers, adjusting will be even more difficult.
Vala: Faora, we have nothing to fear anymore. He'll protect us.

Zod: Someone is hunting us and we can't defend ourselves because you will not give us our powers.
Clark: I told you before, I can't just give them to you!
Zod: And you made sure to seal our fate by burning down my tower! (Zod tries to punch Clark, but Clark stops him)

Oliver: A lot of women have used me for my money, I never expected it from you.
Chloe: I wasn't stealing from you Oliver, I was borrowing the cash. I'm buying insurance for the entire planet.

Lois: Wait, you are doing this to her because she saved your life? You should be thanking her, not turning her into a Popsicle!
Bernard: (points at Vala) That thing didn't save me! When I died, I was at peace. But then, whatever they did, it's like I can't shut off my brain. You know it's like I can't stop thinking, and I have thoughts a person should never have. The invasion has begun Miss Lane, and it's our job to save mankind.

Faora: (about Zod) You've only known the man for a few short weeks. You have no right to pass judgment on him.
Clark: Let's just say I know him better than you think.
Faora: Really? Were you by his side in the Argo Valley whe he almost died defending us all? He ran behind enemy lines alone to carry a cadet to safety... withstood laser scars and shrapnel wounds to bring her back home. That cadet was me. And if wasn't for Zod, I wouldn't be alive today. He's always been a hero. Ready to give his life for his people.
Clark: Like the way he protected my father?
Faora: Regardless of their differences, I know, in his heart, Zod's always considered Jor-El as one of his truest friends.
Clark: I guess that's a side of Zod I never knew existed.

Chloe: All the I.D.'s I gave Clark have computer tracking chips in them. I want to keep an eye on the visitors from another planet.
Oliver: Welcome to "1984: The Sullivan Edition."

Lois: Zod. How did you end up in my Nightmare on Psycho Street?

Bernard: (to Zod) You're one of them. It's worse than I ever thought. You aliens are everywhere. You've infiltrated our world! But you will not win. You do not belong on this planet. Your invasion stops now.

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