Smallville Wiki

"Covenant" is the twenty-second and final episode in the third season of Smallville, and sixty-sixth overall. It aired on May 19, 2004.


Kara comes to entice Clark to return to Jor-El. Jonathan reveals the deal he made with Jor-El. Lionel helps Clark discover Lex's room of obsession, and Lana leaves for Paris. Meanwhile, Lionel fails to make bail, but Chloe and her father are killed in an explosion.


→ see also Category:Screencaps from episode 3x22

Normal covenant010

A young woman appears in the woods.

A young woman walks out of the woods naked and uses super-strength to total a car, killing the passengers. She then walks to the Kent Farm and greets Clark by name, introducing herself as "Kara from Krypton." She claims to have come from the caves and tells the Kents she's here to take Kal-El home to answer all his questions. She becomes angry when Jonathan enters the conversation and disappears when Lex arrives. Clark offers to testify at Lionel's bond hearing that he ordered the doctor to increase the voltage even when the doctor warned that it could have injured Lex. Lex guesses that Clark hid the knowledge of Lionel's murder of his parents. Clark explains he was concerned for Lex's fate and Lex accepts that.

Even from jail, Lionel expects FBI Agent Loder to continue investigating Clark. Loder refuses, believing that Lionel is powerless.

Kara takes Clark flying to the cave and says that she's been in the cave since the meteor shower, waiting until the time is right. Clark declines her offer to enter a passage to find out everything.

Lex visit Lionel in jail. Lionel reveals to Lex that he was diagnosed two years ago with a degenerative liver disease and nothing can save him, but Lex doesn't believe him.

The next day she tells Jonathan that he "broke the covenant" and reveals that in return for the power he received to bring back Clark, he promised to return Clark to his father Jor-El. Clark and Martha are appalled and Jonathan stammers that he didn't believe it would be so soon. As Loder listens in, Kara senses him and kills him by turning his car and everything in it to dust. Martha is upset that Jonathan made the deal and kept it secret from her.

Jonathan takes a tea cup to Chloe and asks her to run a check on Kara's fingerprints, while Lana arrives at the farm and asks Clark to take her to the airport the next day. She asks him to tell her whatever he has to tell her before she's gone. She sees Kara and Clark explains that she is his cousin from California. Lana suggests that she should find someone else to drive her if he has visitors, but Clark assures her that even though it will be hard for him to see her go, he wants to be there for her. She seems pleased and he promises that they will talk in the car on the way to the airport. Kara warns him again that even though Lana loves him, their love is not meant to be. Everyone he knows will eventually betray him, Kara says, but the love that they will know will be like nothing else. Kara tells Clark that they are the last Kryptonians, and they must preserve their race.

Clark receives a package from Lionel with a key. Lex and Chloe review medical records, but Lex is still determined that he and Chloe should send him to prison, and Chloe vows to testify no matter what, as Lionel has threatened her long enough. Clark confronts Lionel, who sends him to the roo


Clark discovers Lex's room dedicated to finding the secrets about him

m Lex has been using for his investigation of Clark. Lex walks in and tries to explain that this room is about him and his countless brushes with death, but Clark is extremely upset. He doesn't believe Lex and leaves, convinced that Lex has been his friend all this time just so he can investigate him.

Clark goes home to his loft where he tells his mother about Lex's betrayal. He is considering going with Kara when he suddenly remembers Lana. She took a shuttle to the airport and Clark arrives just in time to see her saying goodbye to Lex. Lana sees Clark and crosses the street to him, but he disappears without saying goodbye, and Lana finds a white rose he was going to give her. Clark is late arriving at the courthouse and Lex worries that he has changed his mind, but he arrives just in time. Lionel is denied bail, but Clark tells Lex that their friendship is over.

Smallville s03e22 541

Clark and Kara in the caves.

Back at the farm, Clark is still in anguish over Lex's betrayal and Lana's departure. Kara is there to comfort him and tempts him further by claiming that Lara's love lives on. Clark says that he is ready. Chloe arrives at the farm and tells Jonathan that the fingerprints belong to Lindsay Harrison, Kara and Clark go to the caves to prepare to "leave" by joining hands and opening a fissure in the cave wall. Jonathan arrives at the caves to expose Jor-El's deception. Jonathan tells Clark that Kara is really Lindsay Harrison a girl who disappeared on the day of the meteor shower. Clark refuses to enter the fissure. Jor-El dissipates Kara, explaining that she served her purpose. Then he strangles Jonathan with a rope of energy and threatens to kill him if Clark doesn't agree. Despite Jonathan's pleas, Clark enters the light and disappears.


The Kryptonian symbol that appeared on the Kent Farm.

Smallville s03e22 633

Jor-El takes control of Clark.

Martha runs outside to see a Kryptonian symbol burned into the fields; the Sullivans enter protective custody only to have their new house blow up as soon as they enter. Lionel has his head shaved bald, Lex chokes after drinking a glass of brandy, and Jonathan remains unconscious on the floor of the cave while Clark floats in a void and Jor-El promises his son that he "shall be reborn."



Special Guest Star[]

Guest Starring[]



Featured Music[]

  • "One Moment More (Acoustic)" - Mindy Smith
  • "Messa Da Requiem (Sequentia Lacrimosa)" by Mozart
  • Requiem in D Minor, K. 626: Sequentia: Lacrimosa by Mozart


  • A covenant is a deal by mutual agreement.
  • During the episode, Lindsey Harrison reminds Jonathan Kent of his covenant with Jor-El, which was made nine months ago in Exile.
  • Lex Luthor and FBI agent Frank Loder also made a deal: Lex promised Loder to turn over his father to the FBI and in return, Loder spied on Clark and guaranteed Lex exemption from punishment.


  • Antagonist: Lionel Luthor
  • Lindsay uses the following abilities in this episode: Super Strength, Super Speed, Flight, Super Hearing, Matter Manipulation.
  • Jor-El uses the following abilities in this episode: Energy Projection, Matter Manipulation.
  • This is the first season finale that does not feature Pete Ross.
  • The scene in which Clark and Kara fly together is highly reminiscent of the scene in which Superman and Lois first fly together in the Superman film.
  • Lindsay Harrison as Kara is an homage to DC Comics heroines Supergirl & Power Girl in the Superman comics. However, she is not really a Kryptonian named Kara. Clark meets Kara Zor-El in Season Seven, who is, in fact, his Kryptonian cousin. When Lana is talking to Clark at the Kent farm and notices "Kara", Clark identifies her as his cousin who is visiting from California. In some comics, Supergirl is Superman's cousin, Kara Zor-El. The same with Power Girl, until Crisis on Infinite Earths, she was the cousin of the Golden Age/Earth-Two Superman. Following the crisis, her origin was altered, though it was restored in Infinite Crisis.
  • Lindsay Harrison has been granted Kryptonian powers, and believes herself to be "Kara from Krypton". This is similar to Ellie Leeds, who appeared in Superman Family #203 (October, 1980). Ellie got Kryptonian powers from X-Kryptonite, and came to believe herself to be Supergirl.
  • The image of Clark trapped in the pocket dimension is a reference to the frequently-seen pentagon shape of the Superman shield. Clark's body forms an S-shape to complete the design.
  • John Glover himself submitted the idea of being shaved for real.
  • This episode marks the first time that Jonathan Kent visits Chloe at the Torch and asks for help.
  • The courier who delivers the key is played by Brandon Jay McLaren, who is known for his role as Jack Landors, the Red Ranger in Power Rangers SPD. He also plays Yance in the Season Six episode Fallout.
  • Gabe Sullivan has no lines.


  • Kara reveals the deal that Jonathan made with Jor-El in Exile.
  • The rose that Clark was going to give to Lana was first chronologically shown in the comic story Secrets (though the comic was released after the premiere of the episode). In the comic, Lana requests Clark to give it to her when she's going away and not before, thereby explaining that Lana was expecting the rose from him and reacted accordingly when she saw it on the ground in the episode.
  • Clark admits to Lex that he heard Lionel order his shock treatment, which occurred in Asylum. (Although in fact, Clark didn't arrive until after the shock treatment was completed.)
  • The third floor wing of Luthor Mansion contains Lex's obsessive collection of things including photographs of the Kents and the Kawatche Caves and several items that are references to past episodes.
  • This episode marks the 1st time Clark wears his Red jacket/Blue shirt outfit in a season finale.
  • This episode marks the 14th appearance of Clark's Red jacket/Blue shirt outfit.
  • Lionel says he was first diagnosed with the liver ailment "two years ago". It's likely he was diagnosed while being treated from his injuries in the Tempest/Vortex two parter which would be almost exactly two years earlier (late spring, 2002) from when this episode first aired (late spring, 2004). Another possibility is that he may have been diagnosed shortly before that two-parter, which might explain his drastic decision in those episodes to shut down the profitable Smallville plant to force Lex to come back to Metropolis, Lionel wanting to more closely mentor Lex while he still had some time left.
  • Gabe Sullivan was last seen in Dichotic.
  • Clark mentions that the last time he listened to Lionel, he ended up a captive of the Summerholt Institute, which occurred in Memoria.


  • When Clark tells Lindsay/Kara that he can't fly she replies, "Not yet". Ironically he will fly for the very first time in the entire series in the very next episode, season 4 premiere Crusade.
  • The symbol burned into the Kents' field means "crusade", most likely in reference to the next episode, also called Crusade.
  • This is Clark's first attempt to tell Lana his secret, to keep her from leaving Smallville. He tries again in Reckoning and Promise (where she discovers the secret on her own) and finally succeeds three years later in Phantom.


  • Lionel describes his struggle with Lex as "Oedipal". Oedipus was a man from Greek mythology who unknowingly killed his father and married his mother; the term usually describes a son's romantic love towards his mother and subsequent jealousy towards his father. Since Lex's mother is dead, she no longer factors into his relationship with his father. However, the longing that Lex feels for his dead mother and the resultant blame he lays upon his father for her death could be construed as Oedipal quite easily.
  • Lex tells Lionel that his speech might have affected him if "Barber's Requiem" were playing in the back. Presumably, he means Samuel Barber's Adagio for Strings, a very melancholy piece. Mozart's Requiem, however, is playing during the scene in which Lionel's head is shaved.
  • The Barber's Requiem refers to the setting of the Agnus Dei from requiem mass to barbers adagio for strings.
  • When Lionel is being shaved there are numerous cuts to other events including Martha discovering the Krptonian symbol burnt in the field and the apparent murders of Chloe and Lex. The editing style is similar to the one used in the climax of the film The Godfather. In that sequence, as Michael Corleone is being named his nephew's godfather, the scenes cut to his men assassinating the heads of the rival crime families.


Lionel: I, uh, didn't ask you here to trade insults. No matter how wide the, uh, chasm gets between us, son... I'm your father. I'll always be your father.
Lex: And the devil that's haunted me since the day I was born.

Kara: Hello, Clark. My name is Kara. I'm from Krypton.

Lex: Dad... This might have been more effective if you had a string quartet in the corner playing Barber's "Requiem".

Kara: I told you, Kal-El. They'll always betray you. Even the man you call your father.
Jonathan: I did not betray my son.
Kara: Quiet. Someone's listening.
Clark: If you want to play games, I'll leave.

Lionel: I didn't kill my parents, Clark. I certainly didn't shed any tears at their funeral. You have no idea what it's like to grow up under the thumb of an abusive father, someone who'd stop at nothing to establish absolute control over you.
Clark: Your son does. Lex is an expert by now

Kara: You shouldn't involve yourself in their problems.
Clark: Lex is my friend. I want to help him.
Kara: You can't trust him.
Clark: You don't know him.
Kara: I don't have to. It's human nature. It's just who they are.
Clark: They happen to be the people that I care about.
Kara: Which is why it'll be that much harder when they all betray you. I can understand why you're scared. This is all you know. But you're not meant for this world, Kal-El. You were meant for mine.

Clark: I can't fly.
Kara: Not yet. This is just the beginning, Kal-El. You have no idea how powerful you'll become.

Lex: Orange is a good color for you, Dad. Although it might get a little old after 25 to life.

Jonathan: Clark this is Smallville; the meteor rocks have given a lot of people special abilities.

Jor-El: Go with Kara, Kal-El.
Clark: (shouting) I'm not going anywhere! I'll never be who you want me to be!

Martha: She killed a man, Jonathan. We have to call the sheriff.
Jonathan: What are we gonna tell the sheriff, Sweetheart, that a Kryptonian girl vaporized a federal agent?

Lex: There's so much of my own life I can't explain. I've survived countless brushes with death, and it all started with this car crash. If I'm guilty of anything, it's that I've inherited my father's eccentric curiosity for the unexplained.
Clark: You've inherited his dishonesty.
Lex: Clark, look me in the eye and tell me you don't have any hidden places of your own where you keep your deep, dark secrets.
Clark: Ever since I've met you, I've been defending you, making excuses for you to people like Pete, like my parents. Telling them, "You can trust Lex Luthor. He's a good guy. He's nothing like his father." I was wrong.

Lex: Clark, thanks for showing up. It means a lot to me.
Clark: I didn't come here for you, Lex. I came here because it's the right thing to do. This friendship is over.

Jor-El: Kal-El, my son. Now you shall be reborn.

External links[]

Previous Story:
Next Story:
EpisodesSeason 1 · 2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10

Minor CharactersSeason 1 · 2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10

Screencaps: Season 1 · 2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10

CategoriesMain Characters · Relationships · Villains

ComicsThe Comic · Season 11 · Miniseries