When Chloe accidentally inhales a mysterious truth gas, she discovers it acts as a truth serum to anyone who comes in contact with her and decides to take advantage of her new power by going to the Kents to find out Clark's secret. However, her new power comes with fatal consequences and Clark must find an antidote before she discovers the truth about him or worse, dies.
→ see also Category:Screencaps from episode 3x18
Chloe meets with a man who used to work with her father at the LuthorCorp plant. She asks him if someone is sabotaging his chances for getting a new job. He says that Lex is starting projects that no one really wants to get involved in; Gabe would be better off staying away from LuthorCorp. He turns to go and Chloe spies his ID badge in his car. She takes it and uses it to get into a secure laboratory at the plant. She accidentally hits a button, which sets off an alarm. Suddenly, she is blasted by a green mist that causes her to briefly pass out, but she awakens and escapes before security can catch her.
At school the next day, Clark notices Chloe seems preoccupied, but she shrugs him off and asks if he has finished his Teacher of the Year interview with Mrs. Taylor. He admits that he hasn't received a call back and she tells him he should be a more aggressive journalist. Just then, Mrs. Taylor walks through the halls and Chloe urges Clark to give it another shot. He asks again, but the teacher says she is too busy. Chloe then asks if she has ten minutes before literature class. A green mist expels as she talks. Mrs. Taylor admits that she can't do it because she watched TV instead of preparing for class, so she has to make up a pop quiz. Clark and Chloe are stunned and amused at her honesty.
Pete is waiting for them in the Torch office and Chloe asks about their evening plans. Pete says Clark's going to run to the stadium to get hot dogs to eat while they watch the Metropolis Sharks game, and the round trip will only take ten minutes if he goes supersonic. Clark can't believe that Pete just told Chloe this. He says Pete is just kidding and ushers him away from Chloe. In the halls, Pete says he has no idea why he said it and Clark is annoyed.
Lex arrives at the LuthorCorp Plaza where Lionel asks him about the release of a chemical agent at the plant. Lex questions Lionel's concern and leaves. In his car, it is revealed that he is wearing a wire.
Chloe is at Clark's house working on the Teacher of the Year interview when Martha arrives. Clark leaves to get the rest of the groceries while Martha and Chloe talk. Chloe politely asks how Jonathan is doing and Martha responds with a very personal revelation about Jonathan's feelings. Chloe is surprised and asks how Clark is handling it and Martha tells him that Clark feels responsible but it's really Clark's biological father's fault. Clark reenters the kitchen, stunned that Martha is telling Chloe all of this. Chloe asks Clark why he wouldn't tell her he found his biological father and he tries to make something up about it being a metaphor of how his real parents don't want him. He gathers Chloe's things and steers her towards the door. When she leaves, Martha can't believe that she told Chloe about Jor-El, but Clark has figured out that something has happened to Chloe.
At the Talon, Lana is reading a brochure on the Paris School of the Arts. Clark asks if Lana has noticed anything unusual about Chloe, and Lana tells him that one of her dad's old coworkers called to ask about his security card. Clark doesn't think Chloe would steal, but he starts to wonder if she did indeed break into the lab.
Chloe approaches Mrs. Taylor as she is arriving at the school with her son Will. She tries to interview her again and Mrs. Taylor says that the only downside of teaching is hiding her past. She continues to say that she changed her name after playing a minor part in a radical group that blew up a bank in 1972. She is guilt-ridden and upset and Will is horrified. He leads his mom away and tells Chloe to stay away from them. Chloe can't believe her scoop and puts the story on the cover of the Torch. The whole school is mad at Chloe for the story and Clark is annoyed at her lack of discretion, saying the police should handle the matter. He asks her about breaking into the LuthorCorp and tells her that it's wrong to allow people to tell her their private thoughts. Chloe counters that her ability is every reporter's dream and demonstrates for Clark with the students in the hall as Clark looks on in dismay. She is amazed and asks Clark what his secret is, but she notices that he doesn't answer.
Clark goes to the LuthorCorp plant to investigate and finds a folder labeled "Levitas", but he is interrupted by Lex. He guesses that Clark is the person who broke into the lab, but Clark denies it and says his friend is in trouble. He asks what they were working on. Lex says he was trying to salvage one of Lionel's projects, but ended the program before side effects were analyzed. He says Clark needs to tell him who the friend is so they can be treated.
Chloe is approached by Will at the Talon who is angry for ruining his and his mother's life. Everyone leaves when they see Chloe and Lana admits that no one likes being around Chloe
any more. She tells Chloe that she has applied to school in Paris because she doesn't fit in. Chloe asks why she hasn't talked to her about this before and Lana says she can't trust her. This upsets Chloe and she leaves. She goes to the Luthor Mansion, summoned there by Lex. He knows that she can make anyone tell her the truth and says he wants her to use her ability to find out what Lionel made him forget while he was in Belle Reve. Chloe says those memories pose a threat to him and he should just leave it alone. She says Lex is the reason her father can't get a job, but Lex tells her that Lionel is responsible. Chloe sighs and rubs her temples. She asks Lex why he continues this endless game with Lionel, and Lex says the only thing he's ever wanted from Lionel is love. He seems surprised and embarrassed by his admission.
Clark tells Chloe to meet him at the Smallville Medical Center, claiming a big story is breaking, but Pete shows up instead. Clark tells Pete that he made it up to get Chloe to a hospital, and that she was exposed to something and needs to be treated, and Pete realizes that he needs to leave before he exposes Clark's secret. However, Chloe is standing in the elevator when Pete tries to leave. Clark jumps in too and trie
s to stop Pete from talking, but instead, Pete gives Chloe a passionate kiss. He confesses that he's in love with her, then runs away, highly embarrassed, pleading with Chloe to seek treatment. She looks as if she is debating on what to do, but suddenly she clutches her head and doubles over, groaning in pain. Clark calls for help and an orderly whisks her to an exam room.
Clark meets Pete in the Torch office and they talk briefly about Pete's feelings for Chloe. Pete also says Mrs. Taylor has been arrested. Clark discovers that Chloe was writing a story on the Levitas Project, headed by a military general named Jonah Doyle.
Chloe seems recovered when Lionel Luthor enters her room. He admits that he blacklisted her father because she defied him. He also admits that he ordered Morgan Edge to kill his parents so he could use the insurance money to start his company. She reveals that she has recorded the conversation on her cell phone voice mail and she attempts to blackmail Lionel into hiring her dad back. Lionel counters that he doesn't respond to blackmail and tells Chloe that she will uncover a truth for him. He sends her to ask Jonathan and Martha Kent about Clark's origins.
Clark finds Dr. Doyle who tells him LuthorCorp was working on an inhalant to make anyone the ultimate interrogator; he was dishonorably discharged when he discontinued the project. He predicts that Chloe will be dead by morning, but he was able to save a sample of a cure that he never tested. He produces an enormous syringe and instructs Clark to put the entire dose directly into Chloe's heart.
Clark arrives at the hospital to administer the antidote, but Chloe has left. Lionel is still there and Clark confronts him about the project. Lionel is unconcerned about Chloe's safety. Clark calls Chloe on her cell phone. She is driving to the Kent farm, but her headaches have worsened and she is close to passing out. Suddenly, a large blue truck tries to run her off the road and she crashes into the side of Coughlin Bridge. The truck is being driven by Will Taylor. Clark hears the commotion over the phone and speeds to the scene. Chloe passes out just after telling Clark where she is and as Will tries to ram her car off the bridge. Clark grabs Will's truck and he hits the dashboard and is knocked out. Clark is able to pull Chloe's car off the edge and pull her out. He plunges the needle into her heart and she wakes up.
Lex is summoned back to Lionel's office and Lionel demands to know why Lex resurrected the Levitas project. He asks Lex what he wants from him, but Lex says it doesn't really matter because he will never get it.
A fully-recovered Chloe goes to Clark's loft to apologize and thank him for saving her. She feels guilty about what she did and confesses to Clark that she was on her way to ask his parents the truth about him. Clark is surprised, but he says that she wasn't herself. Chloe is very upset and regretful at her actions and says that maybe the serum brought out her real personality. She is afraid that one day she will use up all of her chances to say she is sorry. Clark tells her that today's not that day and gives her a hug.
Clark meets Lana at the Talon and she tells him about her application to the school in Paris. She says she needs a fresh start from Smallville.
Chloe goes to retrieve her voice mail, but it is not Lionel's confession. Instead, there is a recording of Lionel saying that he has erased the voice mail.
With her new ability, Chloe went through the town making people inadvertently tell her their private thoughts:
- Mrs. Taylor - She watched television instead of preparing for class, so she is giving the class a pop quiz. Also, she enjoys the students but she hates having to hide her past. Her real name is Marianne Lewis but she changed it in 1972 after she played a minor part of a radical group that blew up a bank and accidentally killed a guard while trying to make a political statement.
- Pete - Clark can run to Metropolis and back in ten minutes. Pete has been in love with Chloe since he met her, but he never told her because he knows she's in love with Clark and never felt like he was any competition.
- Martha - Jonathan is angry and depressed over his ill health, and she's worried he might not be the same again. Clark feels guilty, but Jor-El is responsible for everything that has happened.
- Lana - Lana admits that no one likes being around Chloe anymore ever since she turned the Torch into her own personal gossip column. She applied for the Paris School of Arts because she feels like she has no family and doesn't fit in anywhere. Everyone thinks she's driven and self-involved and she can't wait to go some place where people don't judge her. She hasn't told Chloe any of this before because she doesn't think she can trust her.
- Lex - Lionel ordered Mr. Sullivan's dismissal. The only thing he's ever wanted from Lionel is love.
- Lionel - He blacklisted Gabe Sullivan from getting hired anywhere and paid Morgan Edge to murder his parents so he could cash in on their life insurance as capital to start his business.
- Rebecca - She made an A on a Geometry test while everyone else made a C, by swiping the answer key the day before the test.
- Mindy - She doesn't like being a cheerleader because the team always loses.
- Doug - He is secretly gay, and wants to take "Fitz" (Thomas Fitzpatrick, the quarterback) to the prom.
Clark seems to be the only person capable of resisting Chloe's interrogation. Likely due to his Kryptonian physiology.
- 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 (credit only)
- Gillian Barber as Marianne Taylor
- Mark Houghton as Lab Technician
- Andrew Francis as William Taylor
- Don Thompson as Jack Cole
- Linden Banks as Jonah Doyle
- Samantha Banton as Nurse
- Ryan Steele as Doug
- Christie Laing as Mindy
- Victoria Anderson as Rebecca
- Ivan Cormak as Doctor
- Unknown Actor as Thomas "Fitz" Fitzpatrick
- "Someday" - Fastball
- "Selling Out" - The Fuzz
- "Forever" - Jennie Cathcart
- "Better Don't Do" - Ing
- "Stabat Mater" - Paul Schwartz
- Truth means the actuality of something.
- The title refers to the gas that Chloe inhales, giving her the ability to force the truth out of anyone she talks to.
- Antagonist: William Taylor and Chloe Sullivan
- Clark uses the following abilities in this episode: super strength and super speed.
- This is the first episode not to feature Jonathan Kent.
- Chloe is driving her father's Ford Thunderbird in this episode rather than her own Volkswagen Beetle. This is not explained in the plot, but it is most likely because four Thunderbirds were wrecked while shooting the episode, and it would be significantly more costly to wreck four late-model Beetles.
- The security code to access Chloe's voicemail at KansCom is 1234.
- When Clark and Pete are at the Torch and Clark tells Pete that he is worried about Chloe, his lips are not moving.
- This is the first episode in which someone from the main cast other than Lionel Luthor or Clark (while under the influence of red kryptonite as Kal) is the antagonist.
- Marianne Taylor's story is very similar to the real-life story of Kathleen Soliah, who joined a radical social group, the Symbionese Liberation Army, in the early 1970s. Soliah was indicted as a group member for blowing up police cars but lived as a fugitive under the new name of Sarah Jane Olsen for almost 25 years, marrying and having children until she was tracked down and arrested in 1999. She had served her sentence and is released in 2009.
- Clark and Lana reference their last conversation which occurred at the end of Legacy, when she told Clark that focusing on their relationship is causing her to miss out on her life.
- Lionel has a scratch on his face as a result of his fight with Jonathan in Legacy.
- Lionel states that he conspired to kill his parents in order to collect the money from the life insurance. In Shattered, Morgan Edge explains that the deal was to split the money from the property insurance with the slumlord. Both versions could be true if Lionel took out a life insurance policy on his father and didn't tell Edge or the slumlord about it.
- This episode marks the 13th appearance of Clark's Red jacket/Blue shirt outfit, which he wears frequently throughout the series.
- Chloe says that Clark "Pulp Fiction-ed the antidote" into her, a reference to the iconic scene in the Quentin Tarantino film in which Uma Thurman's character is saved from a drug overdose after having a needle plunged into her heart.
- Chloe also says that the antidote kickstarted her heart, referring to the song "Kickstart my Heart" by heavy metal band Mötley Crüe.
- LuthorCorp Plaza
- Lionel Luthor's office
- LuthorCorp Plaza
- Unnamed LuthorCorp plant
Chloe: What is the big secret, Pete?
- [ Pete, after a brief hesitation, gives Chloe a passionate kiss.]
- Pete: I'm in love with you Chloe. I've been waiting to do ever since the first day that I met you.
- Lana: I haven't seen you around the past few days.
- Clark: I figured after our last conversation, you could use some space
- Lana: I was thinking the same thing, but we don't seem to be very good at that.
- Clark: It's hard to make yourself scarce in Smallville.
- Chloe: Doug, if you could take anyone to prom, who would you take?
- Doug: That'd be Fitz.
- Chloe: Thomas Fitzpatrick the quarterback? Wow...didn't expect that one.
- Clark: Congratulations, Chloe. Within 24 hours, you've managed to tick off the entire school.
- Chloe: Well, you don't earn your press pass by making friends.
- Chloe: My God, Clark, this is amazing! Can you imagine the kinds of stories I could break? I mean, I could crack the mystery that is Clark Kent! (pause) What do you keep hiding from me?
- Clark: I can't believe you just asked me that.
- Chloe: And you didn't answer. Everyone else would have. What are you so afraid of, Clark? That I'll get behind that armor and finally uncover your secret?
- Pete: It's not like I ever had a chance with her.
- Clark: What makes you say that?
- Pete: Because I'm always standing next to you. Oh, come on, Clark. As far as long shadows go, you're the dark side of the moon.
- Chloe: Why do you keep doing this to yourself? Why can't you just walk away from your father?
- Lex: Because he won't give me the only thing I've ever wanted from him.
- Chloe: And that would be?
- Lex: I want him to love me.
- Lionel: I understand you've borrowed one of our LuthorCorp security cards.
- Chloe: I was just trying to help my dad. What did you do, blacklist him?
- Lionel: You're damn right I blacklisted him. He'll be lucky to find a job as a dishwasher.
- Chloe: Did you order Morgan Edge to kill your parents?
- Lionel: Of course I did. For their life insurance. I needed that money to start my company.
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