Clark battles another escaped phantom, Baern, who absorbs radiation to increase his strength, with the help of Raya, who has made her way to Earth. Meanwhile, Lex and Lana's relationship is strained when they fight over the Kryptonian black box.
→ see also Category:Screencaps from episode 6x06
Six weeks ago, two kids, Lamar and Yance are playing basketball in Oakland, California when they see a streak of light burn out of the sky to create a smoking crater. Lamar goes to investigate the crater in which a phantom from the Phantom Zone has landed. The phantom inhabits Lamar's body and when Yance approaches, he asks where Kal-El is. Yance is confused and when he doesn't answer, Lamar blasts a beam of energy at him and vaporizes him.
In the present, Dr. Groll meets with Lana in one of Lex's limousines. She wonders why they are meeting so clandestinely and he tells her that they are both in danger. He gives her the black box and all of his results of its investigation. He says he's going into hiding because the Luthors have already started military testing. Lana admits that she didn't know the investigation had proceeded that far and Dr. Groll remarks that there are probably a lot of things Lex doesn't tell her. He warns her to get as far away from the Luthors as possible. Their exchange is being photographed by Jimmy Olsen.
Chloe brings Clark photographs of the crash site in Oakland and reports that two boys went missing six weeks ago, the same day Clark escaped from the Phantom Zone. She says they found human ashes but nothing else. She also says that a nuclear facility was also attacked and the radioactive material the researchers were working on was depleted. Clark guesses the "Zoner" was feeding off of it. They trace the path of attacks on nuclear facilities and discover that it leads straight to Clark. Chloe leaves to investigate some more. Just as she leaves, Raya appears in Clark's barn. Clark and Raya talk. He feels guilty for leaving her in the Phantom Zone, but she is glad to be on Earth, saying Jor-El described its beauty to her. She says it must have been hard for Clark to grow up completely different. Clark admits that he used to pretend to be just like everybody else, but he is reminded that he is different every day. Raya says he doesn't have to be alone anymore.
Jimmy meets Chloe at the Daily Planet and shows her photographs of Dr. Groll entering Lex's limo with a briefcase and exiting without it. He believes the briefcase contains something illegal and wants Chloe to help him investigate the possible story. Having been entangled with the Luthors before, Chloe is reluctant to get involved and Jimmy leaves, dismayed. She turns around and suddenly is confronted by Lamar. He asks for archives but leaves before she can inquire about who he is. In the archives, Lamar scans the database until he finds a picture of Clark.
Lex learns that Dr. Groll has disappeared, leaving behind only a schematic of the Kryptonian black box. He angrily yells into the phone that he needs him to be located. Jimmy arrives at the Luthor Mansion and Lex admits that he only agreed to meet him because of Lana and Chloe's friendship. He discreetly places the schematic face down and denies Jimmy's request to photograph him. Jimmy shows him photographs of Lana and Dr. Groll's meeting and demands to know what was in the briefcase. Lex is highly irritated and at first doesn't answer. He then calls his people to send Jimmy back to Metropolis. Jimmy manages to take a few photographs of the schematic before he is ushered out. Lex shows the photographs to Lana and asks her about her late-night meeting. Lana lies that she was just out for ice cream, but Lex knows that she met with Dr. Groll. He tells her that he wants the box back.
Clark and Raya are racing at super-speed throughout the county. Clark asks her about his father and when she describes him as brave and strong, Clark admits that he didn't picture him that way. Raya counters that Jor-El was dedicated to preserving Krypton and planned Clark's departure from the planet extensively. She also says she thinks Jor-El would be proud of him. She says Jor-El sent Clark to save Earth from extinction just like Krypton and inquires why he didn't learn this during his training. Clark admits that he hasn't started the training yet. He worries that the Fortress is dead because he never listened to Jor-El. Raya tells him he must accept his destiny.
Lamar interrupts their conversation and introduces himself as Baern. He says he's been waiting to take revenge on Kal-El for a long time. He blasts Clark with a beam of energy that sends him flying through the barn wall. He advances on Raya, but she kicks him at super-speed and he escapes. She helps Clark to his feet. Clark asks how Baern knew to come after her and Raya explains that all the Phantom Zone prisoners trapped in the Zone know that Jor-El only managed to save his own son and they all want to extract vengeance against him. Clark wonders why Baern escaped without finishing him off and Raya says he probably didn't have enough energy to fight them both. She predicts that Baern is looking for a new energy source. She says he can only be defeated by Jor-El's crystal.
Jimmy shows Chloe the secret photographs of the schematic, containing Kryptonian hieroglyphics, guessing that Lex is working with Egyptians. Chloe recognizes them for what they are; she pretends to help Jimmy investigate the story and takes his copies to show Clark. Clark introduces her to Raya and Chloe shows him the photographs. Raya knows they are schematics for the Brain InterActive Construct, a Kryptonian energy source capable of providing Baern with power indefinitely, even enough to kill her and Clark.
Lana leaves the piece of the black box on Lex's desk. She tells him that it is too dangerous to continue to study, but Lex says they need to continue to work on using it to defend Earth. Lana tells him that she thinks he is obsessed with it and tells him to choose between her and the box. Before he can answer, Baern arrives and throws him across the room. Baern absorbs the fragment, which crumbles into dust. Lana meets Lex at the hospital and they wonder how Baern knew about the box. Clark arrives, saying he learned at the mansion that Lex was in the hospital. They have a tense exchange in which Lex doesn't offer any details on what happened, and then he is taken away for X-rays. Lana questions the real reason Clark is there and he shows her the schematic. She tells him that it was destroyed by something.
Clark and Raya go to the Fortress and she believes they can revive it if they lure Baern there and drain his power. She sends out a signal for Baern. Martha arrives home to find Baern. He asks her where Clark is, but when he hears the signal, he disappears. Baern arrives at the fortress and fires a blast of energy at Clark. Clark absorbs some of it with the crystal, but he is thrown back. Baern fires again, but Raya steps in front of the blast, protecting Clark. Clark recovers and advances onto Baern. He is able to absorb his energy and banish Baern back to the Zone. Baern is restored as Lamar. Clark runs to Raya's side, but she is badly wounded. She tells him that the crystal now has enough power to restore the fortress and advises Clark to finish his training. Then she dies.
Lamar wakes up at the hospital, fully recovered. Clark goes to visit him, but Lamar tells him he has no recollection of the last six weeks. Jimmy tells Chloe that even though he had proof, Lex got him fired. He managed to talk his way back into a lower position in Photo Archives and Chloe tries to reassure him.
Lex again confronts Lana about lying to him. Lana doesn't apologize and says she's glad the box was destroyed. She tells him that she wonders what his decision would have been if he had had to choose between her or the box.
Clark tells Martha about Raya's visit and she tries to comfort him over his loss. He tells her that he is ready to stop running from his destiny and begin his training, but he must recapture all of the phantoms first. As he clutches Jor-El's crystal, in the Arctic, the Fortress of Solitude lights up once again.
- Tom Welling as Clark Kent
- Kristin Kreuk as Lana Lang
- Michael Rosenbaum as Lex Luthor
- Erica Durance as Lois Lane (credit only)
- Allison Mack as Chloe Sullivan
- John Glover as Lionel Luthor (credit only)
- Annette O'Toole as Martha Kent
Special Guest Star
- Bill Mondy as Dr. Edward Groll
- Brandon Jay McLaren as Yance
- Julian Christopher as Dr. MacIntyre
- Chris Shields
- "Fresh Asimiz" - Bow Wow
- Fallout means any radioactive particles released into the air.
- The title refers to Baern's powers to drain power from nuclear power plants.
- It also refers to the temporary breakdown in Lana and Lex's relationship.
- Fallout can also mean an unexpected or incidental effect.
- In the episode, Raya is unexpectedly killed by Baern.
- Antagonist: Baern
- Clark uses the following abilities in this episode: super speed, Invulnerability, Healing factor.
- Lois Lane and Lionel Luthor do not appear in this episode.
- This episode has a deleted scene on the Season 6 DVDs. Clark is viewing photographs of craters from all over the world. Martha asks him what he plans to do and Clark gets upset and admits that he doesn't really know how to catch all the Zoners. He also reveals that Raya is probably alive.
- Although Jor-El established the "Brain InterActive Construct" term in Vessel, this is the first time in the series that the term "Brainiac" is used.
- Although it was suggested in "Perry" that Clark's powers were somehow related to the sun, this episode is the first in which it is verbally indicated (by Baern) that the abilities demonstrated by Clark and other Kryptonians are a direct result of their exposure to Earth's yellow sun.
- The scene in which Clark and Raya race through Smallville is similar to the scene in which Clark Kent and Bart Allen race in "Run".
- Brainiac appears as the black box in this episode.
- This episode marks the 43rd appearance of Clark's red jacket & blue shirt outfit, which he wears frequently throughout the series.
In Other Media
- Raya mentions that Jor-El wanted every detail of Clark's ship to be perfect, including his blanket. In the comics and movies, Superman's suit was made from the blanket he was wrapped when his spaceship landed on earth. She also mentions racing trains. In Superman: The Movie, young Clark Kent races a train in which a young Lois Lane is traveling with her family.
- Chloe tells Jimmy to "hold off on the bow tie" after he shows her the photos he took of Lana and Dr. Groll. In the comics, Jimmy is traditionally depicted wearing a bow tie.
- Lex Luthor uses the name "black box" for the alien artifact. Black box was also the name of the device he uses to track down the Fortress of Solitude in Superman II.
- The city shot of where Lana and Dr. Groll meet is the exact shot of the Narrows of Gotham City, taken directly from the Batman Begins movie.
- The actor who plays Yance, Brandon Jay McLaren, was also the courier in "Covenant". He is also known for playing Jack Landors, the Red Ranger in Power Rangers SPD.
- This is actress Pascale Hutton's last of three Smallville appearances. She was also in Season Four's "Ageless" and in Season Six's Zod.
- Julian Christopher (Dr. MacIntyre) previously appeared in a Stargate SG-1 episode of the same name.
- In the last scene of this episode, Clark tells Martha that when he was with Raya he didn't feel alone anymore or as different as he feels being around everyone else. The last time he expressed similar feelings (also to Martha) was about Alicia Baker in season 4 episode "Unsafe".
- The six week time frame given in this episode contradicts the last two episodes of Season Five and all of the first episodes of Season Six. "Oracle" (5x21), "Vessel" (5x22) and Zod (6x01) are all continuous and are stated to take place in May. This would place "Fallout" around June or July. However, the following episode "Rage" (6x07) takes place in late November. It could be that "Fallout" actually does take place in June or July and was simply aired out of sequence, except for the fact that Lana meets with Dr. Groll, whom she met in "Arrow" (6x04), after Lex's costume party in "Wither" (6x03) in October.
- Oakland, California
- Phantom Zone
- Luthor Mansion
- Kent Farm
- Smallville Medical Center
- Fortress of Solitude
- Daily Planet
- Yance: (to Lamar) No way, man. Don't go back there. Don't you ever watch movies?
- Chloe: (referring to photograph of Baern's crash site): Local authorities determined that it was made by a shooting star. But that was just wishful thinking. (Chloe gets a look from Clark) Sorry.
- Jimmy: Do you know what this means, Chloe? Lex is working... with the Egyptians!
- (from a deleted scene)
- Martha: (looks at crater pictures) Turkey, Argentina, Indonesia. Are all these craters?
- Clark: Prisoners from the Phantom Zone.
- Martha: Clark. I know you feel responsible for letting them out when you escaped, but do you really think you can track them down by yourself?
- Clark: What other choice do I have? The Fortress is destroyed. There's no way to contact Jor-El. I can't exactly call the Pentagon for help.
- Clark: What do you want?
- Baern: To pay back for your old man. For giving me a one-way ticket to hell.
- Clark: What was he like? My father.
- Raya: Brave...strong...with the biggest heart of anyone I've ever known.
- Clark: To be honest, that's not the Jor-El I've imagined.
- Raya: He was determined to save us. I remember helping him build your ship. He was so careful, planning every detail, down to your baby blanket. I wish that he could see you now.
- Clark: I haven't been the best son.
- Raya: Your father was hard on himself, too. He felt guilty that he couldn't save Krypton. His only redemption was sending you to save Earth.
- Clark: Save it from what?
- Raya: Extinction. Your civilization is going to destroy itself, just like Krypton. You should know this, it was part of your training.
- Clark: I haven't started my training. The Fortress is damaged. Jor-El tried to warn me, but I didn't listen. I mean, how could I trust someone who brought so much pain in my life?
- Raya: Pain is part of anyone's journey, Kal-El. You can't escape it. You must accept your destiny.
- Clark: Raya, I told you the Fortress is dead. Why are we here?
- Raya: The Fortress is our only hope to defeat Baern. This was all we had left of our home, Kal-el.
- Clark: And now it's gone, too.
- Raya: It was more than that. The Fortress was a storehouse for all the knowledge in the universe -- at least all that we had. How could this happen?
- Clark: I'm sorry. I don't know how to bring it back.
- Raya: Your father Jor-El wouldn't have given up so easily.
- Clark: I haven't given up. I just don't know what else to do. I've tried everything.
- Raya: Everything except the training your father wanted for you.
- Baern: So this is Jor-El's famed fortress of knowledge. I thought it'd be bigger.
- Clark: Doesn't matter. You won't be staying long.
- Baern: Big talk, big man. I'm surprised you're still standing. I guess Jor-El was right about how the yellow sun affects you Kryptonian cockroaches.
- Clark: The doctors say you're going to be all right.
- Lamar: I get the feeling I've got you to thank for that, man.
- Clark: Mom, I know how much you love me, and how much dad... But I've always felt different. It's because I am. And Raya was the first person I ever met who could really understand that. And I don't think I ever really thought about what I lost. A family, a whole race of people, who were just like me. For the first time, I'm ready to stop running from who I really am, from my destiny.
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