Clark decides to tell Lana his secret so they can finally be together. Meanwhile, an errant FBI agent kidnaps and tortures Pete to try and force him to reveal Clark's secret. Also, Lex panics after the FBI gives him 24 hours to turn over information on his father or face jail time, but help arrives from an unexpected source.
→ see also Category:Screencaps from episode 3x21
Lana is visiting Lex at the mansion when he gives her an upgraded first class ticket to Paris. Clark arrives and is surprised by Lana's presence, but she explains that she was just receiving some last minute travel tips from Lex. She leaves, and Lex advises Clark that if he isn't willing to be honest with Lana and move forward with her, then he needs to step aside and let her get on with her life.
Emily Dinsmore is in her bedroom, but it is revealed to be some sort of laboratory in which one of the walls is a two-way mirror. A technician tells her it is time for bed and shuts out the lights. Left alone, Emily simply walks through the walls. At the partially dismantled Talon, Mr. Kerns, the new owner, is working late when he encounters Emily. She tells him that he is ruining the coffee shop by changing it and he mistakes her for Lana. He defends his actions, saying she is the one that signed the papers, and she kills him by sticking her hand straight through his chest.
Clark and Pete are playing basketball, and Pete tells him that his mother is moving to Wichita and admits that he has been avoiding his parents' divorce. He says he is going to stay in Smallville with his father so he doesn't miss out on senior year. Clark admits that he is thinking about telling Lana his secret to prevent her from leaving. That day at school, Clark asks Lana if she wants to go to dinner. She doesn't think it's a good idea, but he explains that he wants to tell her something that he should have told her a long time ago. She accepts somewhat reluctantly.
Lionel Luthor has a meeting with Pete Dinsmore. He shows him how Emily has aged five years in 11 months and has also gained the ability to walk through walls. Pete guesses that her molecules must be vibrating so fast that they can absorb other matter. Lionel is angry and frustrated. He calls Emily a failed experiment and a huge liability. He threatens to send commandos after Emily if Dinsmore cannot bring her back.
Chloe and Lana go into the Talon and are surprised to see it restored to normal. They find Emily, who claims to be the owner's daughter. She tells Lana and Chloe that the Talon will remain a coffee shop and asks Lana to show her the ropes. Emily asks Lana if she is sure she wants to leave town. Lana is unnerved, but Emily runs upstairs to show her that they already are best friends. Lana turns to go but runs into Mr. Dinsmore. He tells her that Emma is actually Emily. He tries to get Lana to safety, but Emily zooms around behind him and stabs him in the back with her hand. She pushes Lana across the room and knocks her out. Lana wakes up locked in a furnished room with glass walls, hidden inside a barn.
Clark tells his mom that he has decided to tell Lana his secret. He says he and Pete are better friends since he found out. Martha simply says she trusts Clark to make his own decision. That evening, Clark is in his loft moping because Lana didn't show up for dinner. Jonathan comes to talk to him and suggests that there are many reasons Lana didn't show up. He admits to Clark that he doesn't think he should tell Lana, but he doesn't trust his instincts the way he used to and he is starting to feel that it is time to start letting go of Clark.
Lex meets Lionel at his office and Lionel talks about an employee he wants to promote, but he isn't sure he can trust him. Lex tries to advise him, but Lionel rips the wire off of Lex's chest and accuses him of betrayal. Lex argues that Lionel forced his hand by blaming the Metron murders on him, and he had to protect himself. Lex asks Lionel what is worth all of his obscure projects, and Lionel merely says that he shouldn't have to ask and kicks Lex out. When he leaves, Lionel gets a call from Frank Loder, who reports that Lex doesn't have any evidence against Lionel, but if he does it will stay buried, and that he is "looking into the Ross kid". He is holding a file on Clark.
Clark goes to the Talon to find Lana and Emily tells him she left early for Paris. Clark leaves and Emily goes to give Lana some dinner. Lana tries to reason with her, saying they can be real friends if she lets her out. Emily says that Lana is not a true friend because she didn't save her when she fell in the river and drowned. She tells Lana that no one will be looking for her because they think she has already left.
Lex tells Clark that the FBI is dropping the case against Lionel unless he finds new evidence. They are both on edge and Clark asks Lex why he changed Lana's ticket. Lex thinks he is talking about changing it to an open-ended departure date, and Clark says the Talon's new owner's daughter told him she left. Lex realizes something is up because the new owner doesn't have a daughter. Clark speeds to the Talon to confront Emily and is surprised to see her superspeed away through a wall.
Lionel meets Chloe at the Torch office and he asks her to help him find Emily. He gives her a photo. Clark and Chloe meet to tell each other what they know about Lana's disappearance. They realize that Lionel is trying to find Emily before Lex does, because evidence of him cloning people would be enough for the FBI to nab him. They figure that Emily is probably trying to recreate her and Lana's childhood play dates, but Clark says they usually played at Emily's house. They look Emily's address up online and Clark speeds away. Emily is forcing Lana to have a tea party with her. Lana hits her in the head with the teapot and tries to get away but Emily catches up to her. She ties her to the bed and puts a gas pipe through the wall. Lana passes out and Clark arrives just in time to bust through the glass walls and free her. Emily tries to super speed away and Clark uses his heat vision to knock down a water tower in front of her. The water hits her like a river and knocks her out.
Chloe tells Lex that Lionel and Morgan Edge murdered his parents and Lex got a confession, but Lionel had his memory erased. She says she had a taped confession, but it was erased too. However, she reasons that Lex's money and power can restore it. Lex asks why she is just now telling Lex because his psychiatrist and his investigator both met violent ends. She says she can't get away from Lionel by herself, but she trusts Lex to protect her. Lex seems grateful for her help but worried for her safety.
Pete is driving home when Frank Loder pulls him over, saying he has to ask questions about his mother's federal judgeship. He takes Pete to a dock and beats him up while demanding to learn Clark Kent's secret, assuming that Clark's best friend must know it. Lex arrives just in time to pull Loder off, revealing that Lionel paid him off to drop the case and investigate Clark instead. Lex orders him to get back to Lionel's case and gives him a transcript of Lionel's voicemail confession. Loder backs off, but remarks that Pete is keeping a secret bigger than Lionel. Lex tells Pete that Clark was right confiding in him instead of himself, because Pete is probably a better friend. Pete admits that he owes Lex for saving him from Loder and Lex is sure that Pete will return the favor someday when the time is right.
Pete goes to the Kent Farm and Clark is alarmed that Pete got beaten up. Pete warns Clark that Lex and Lionel are both interested in Clark to some degree and regretfully tells Clark that he can't stay in Smallville anymore because Clark won't be there to save him all the time. He tells Clark that keeping his secret is extremely hard and he could never forgive himself if he betrayed him. He then tells Clark of his decision to move to Wichita with his mother. Clark tries to convince him to stay, but Pete tearfully gives him a goodbye hug and drives away. Lana meets Clark in his loft and they talk about how Emily escaped Belle Reve as soon as she was admitted. She asks Clark what he wanted to tell her, but realizing what just happened to Pete, he just gives her a kiss on the cheek and tells her to have a great time in Paris. Lana looks disappointed and betrayed, as she probably expected Clark to talk her out of leaving for Paris, and maybe even for him to tell her his secret. But she says goodbye and leaves.
Lex goes to Lionel's office again and asks Lionel about Emily. He is soon followed by Loder and other federal agents, who arrest him for the murder of his parents. He is ushered away in handcuffs. Standing in the office alone, Lex closes his eyes in pain.
- Tom Welling as Clark Kent
- Kristin Kreuk as Lana Lang
- Michael Rosenbaum as Lex Luthor
- Sam Jones III as Pete Ross
- Allison Mack as Chloe Sullivan
- John Glover as Lionel Luthor
- Annette O'Toole as Martha Kent
- John Schneider as Jonathan Kent
- Ryan Booth as Monitoring Technician
- Scott Bellis as Mr. Kerns
- Nicole Van Zanten as Student
- "I Don't Know What You're Thinking" - Christopher Jak
- "When the Sun Goes Down" - Charlie Mars
- "La Fille Du Regiment (Convien Partir)" - Gaetano Donizetti (to be more specific, the version from The Great Operas album, Compagnia D' Opera Italiana & Patrizia Zanardi)
- Forsaken means to quit, leave or abandon something. It can also refer to something that has already been abandoned.
- The title refers to Pete "forsaking" Smallville following his encounter with Loder and wanting to protect Clark's secret. Lana and Lionel also leave Smallville in this episode.
- The title also refers to Emily, refers to herself as having been "left alone without anybody" when first confronted by Clark.
- Antagonists: Emily Dinsmore and Agent Loder
- Clark uses the following abilities in this episode: super strength, super speed, X-ray vision, and heat vision.
- This is Pete Ross's final appearance as a series regular (although he is credited in the Season 3 finale).
- There is a slight goof when Emily is knocked unconscious by the water, when Clark initially looks at her laying on the ground her right arm is up near her head a few seconds later it is laying on the ground by her stomach.
- It is odd how Lana could surprise Emily and knock her briefly unconscious with a teapot considering her super speed, although she might lack super reflexes, meaning that while she could move fast, she couldn't avoid the hit if her brain hasn't finished deciding the course of action.
- When Lex hands the transcript of Lionel's voice mail confession to Loder, the letter can be seen referring to "there life insurance". The letter should have said "their", not "there".
- In her locker, Lana have photos of Lewis Lang, Laura Lang and Nell Potter. However, no photo of Henry Small (her biological father).
In Other Media
- Emily's escape by vibrating through the wall is similar to the DC Comics character the Flash's ability to vibrate through solid objects using his super speed.
- Emily Dinsmore last appeared as a 10-year-old in last season's episode Accelerate.
- The confession Lex used to arrest Lionel was obtained by Chloe in the episode Truth.
- Lex says Lionel tried to pin the Metron murders on him, which were committed by Adam Knight in Crisis. He also mentions the deaths of his psychiatrist, Dr. Foster, who was killed during the events of the episode Asylum, and his investigator, Mason, who was killed during Magnetic.
- Clark mentions when he told Pete his secret, which occurred in Duplicity.
- This is the first time Clark has seriously considered telling Lana his secret. He tried again later in Blank, Reckoning, Promise, and Phantom.
- Agent Frank Loder was last seen in Legacy.
- Lionel references Biblical apostle Judas who, according to some gospels, did indeed hang himself after betraying Jesus Christ.
- Chloe remarks, "Just when you thought it was safe to go back in the hallways," when she encounters Lionel at school. This is a play on the often-referenced famous tagline of the 1978 shark film Jaws 2: "Just when you thought it was safe to go back in the water."
- Pete calls Lex "Uncle Fester", a reference to the creepy bald uncle of the television show The Addams Family.
- Clark: You sound like Lex. He thinks I'm the reason Lana's leaving.
- Pete: Well, I hate to agree with Uncle Fester, but I don't think Lana's going to Paris just to see the Mona Lisa.
- Lex: My father's sort of mastered the art of covering his tracks. You wouldn't know anything about that, would you?
- Clark: You mean like hiding things from your best friend? You tell me, Lex.
- Lex: Look, I'm a little under the gun. If I did something to upset you, you're gonna have to be more specific.
- Lionel: Be careful, son. Don't forget. Judas hung himself with his own rope.
- Lex: Clark was probably right confiding in you instead of me. He couldn't ask for a better friend.
- Pete: I thought that guy was gonna kill me. I guess I owe you a thanks.
- Lex: I'm sure when the time comes, you'll do the same for me.
- Clark: Do you ever wish I never told you about me?
- Pete: It's rough at times covering with Chloe and everybody, but the truth is, no one's ever put that much trust in me before.
- Martha: Clark. Asking someone to keep your secret is a big responsibility. You know, look at Pete. It hasn't been easy for him.
- Clark: I know. Pete has had some close calls. But I'm still glad I told him, and so is he. It's made us better friends.
- Martha: Are you sure Lana's ready?
- Clark: She keeps asking me to be honest. I owe her the chance to decide for herself.
- Pete: I know that I told you keeping your secret wasn't hard. But I lied. I walk around every day afraid that I'm gonna slip up.
- Clark: Well, why didn't you tell me sooner?
- Pete: Because you needed a friend. And so did I.
- Clark: You don't have to move away. You don't have to change your whole life. There's got to be a way. No one even has to know we're friends.
- Pete: There's a lot of things that I can handle. But I could never live with myself if I betrayed you.
- Clark: Pete...
- Pete: I'll see you around, Clark.
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