EPISODE #1 – ZOD

Thrown into the Phantom Zone, a Kryptonian jail created by Jor-El, Clark (Tom Welling) finds himself without powers and surrounded by revenge-seeking criminals sent away by his father.

Meanwhile, having taken over Lex's (Michael Rosenbaum) body, Zod keeps Lana (Kristin Kreuk) captive with a demand to sire him an heir and begins his plans to turn Earth into a Krypton-like planet using the alien ship's hard drive.

After Lois (Erica Durance) and Martha's (Annette O'Toole) plane crashes near the Fortress of Solitude, Jor-El tells Martha how to kill Zod. Back at the Daily Planet, Chloe (Allison Mack) reunites with an old flame, Jimmy Olsen (Aaron Ashmore).

EPISODE #2 – SNEEZE


Clark (Tom Welling) works hard to clean up the destruction done by Zod and develops what he thinks is his first cold. However, he soon discovers it is a new power, super breath!

Lois (Erica Durance) lands a job at The Inquisitor, the local tabloid, and Lana (Kristin Kreuk) moves in with Lex (Michael Rosenbaum), who believes someone is following him, which quickly proves to be true after he is kidnapped.

EPISODE #3 – WITHER


Still guilt-ridden about the destruction he caused while he was Zod, Lex (Michael Rosenbaum) throws a charity costume ball for the town and hires the All-American Rejects to perform.

Meanwhile, Clark (Tom Welling) and Chloe (Allison Mack) pursue a creature who uses male human bodies as potting mix to procreate, and the hunt intensifies after the creature gets hold of Jimmy Olsen (guest star Aaron Ashmore). Lois (Erica Durance) reluctantly agrees to be Oliver Queen's (guest star Justin Hartley) date to Lex's ball.

EPISODE #4 – ARROW

 

While attending a fundraiser, Lois (Erica Durance) witnesses the Green Arrow (Justin Hartley) steal a rare diamond necklace off Martha's (Annette O'Toole) neck and vows to find the man behind the costume.

Clark (Tom Welling) does some investigating of his own and discovers Oliver Queen is the Green Arrow and has been stealing from the rich and giving to the poor. Meanwhile, Lex (Michael Rosenbaum) enlists Lionel's (John Glover) help in testing Lana's (Kristin Kreuk) loyalty. Allison Mack also stars.

 

EPISODE #5 – REUNION


As teenagers, Lex (Michael Rosenbaum) and Oliver (Justin Hartley) went to the same prep school, where Oliver and his friends bullied Lex and his friend Duncan (guest star Bryce Hodgson). Lex eventually turned on Duncan to gain their acceptance, prompting Duncan to throw himself off the roof.

Lex and Oliver return to the school for a reunion and are startled when Oliver's old pals are killed in violent and mysterious accidents that point to Duncan. Meanwhile, Clark sees satellite photos that show four other craters were created the day he escaped from the Phantom Zone, causing him to believe that others may have followed him. Kristin Kreuk, Erica Durance, Allison Mack, John Glover and Annette O'Toole also star.

EPISODE #6 – FALLOUT

 

Clark (Tom Welling) is thrilled when he learns Raya (guest star Pascale Hutton) managed to escape from the Phantom Zone and has come to see him in Smallville. The two grow close and Raya shows Clark how to restore power to the Fortress of Solitude. However, Baern (guest star Bow Wow), a killer who also escaped from the Phantom Zone, takes on both Raya and Clark as he seeks revenge for his imprisonment.

 

EPISODE #7 – RAGE


Clark (Tom Welling) discovers the Green Arrow (Justin Hartley) was shot while trying to save a couple from a carjacking, but Oliver denies he was injured. However, when Oliver starts displaying erratic behavior, Clark and Chloe (Allison Mack) investigate and discover he is taking a super-drug that causes his body to heal itself but has severe side effects.

Meanwhile, Lana (Kristin Kreuk) makes a shocking discovery that will impact her relationship with Lex (Michael Rosenbaum). Erica Durance, Allison Mack, John Glover and Annette O'Toole also star. Todd Slavkin & Darren Swimmer wrote the episode directed by James Marshall.

EPISODE #8 – STATIC


Clark (Tom Welling) learns a Zoner has landed in Seattle and slaughtered the entire crew of a working ship. Upon investigation, Clark comes face to face with a horrifying Phantom (guest star Batista) who sucks the bones out of people.

Meanwhile, a patient (guest star Elias Toufexis) with the ability to morph into different frequencies escapes from LuthorCorps' secret experimental lab and seeks revenge on Lex by imprisoning him in another spatial period where he can see and hear everyone but no one can see him.

EPISODE #9 – SUBTERRANEAN


Clark (Tom Welling) is shocked to discover his neighbor Jed McNally (guest star John Novak) is holding migrant laborers captive and forcing them to work on his farm.

Feeling guilty since he sees himself as the ultimate illegal immigrant, Clark seeks help from Martha (Annette O'Toole) to allow a young boy (guest star Tyler Posey) and his mother (Maria Dimou) to stay in the country.

EPISODE #10 – HYDRO


After Lana (Kristin Kreuk) confesses to Chloe (Allison Mack) she has reservations about marrying Lex due to her lingering feelings for Clark (Tom Welling), The Daily Planet gossip columnist, Linda Lake (Tori Spelling), runs a story detailing their exact conversation. Determined to prove she didn't give the story to Lake, Chloe investigates her fellow co-worker and discovers she has the ability to turn herself into water and uses it to secretly overhear conversations for her column.

Meanwhile, Lois (Erica Durance) begins to suspect Oliver (Justin Hartley) is the Green Arrow and enlists Clark's help to prove it.

EPISODE #11 – JUSTICE


The Green Arrow (Justin Hartley) sends out for reinforcements and Bart Allan, a.k.a. The Flash (guest star Kyle Gallner), Aquaman (guest star Alan Ritchson) and Cyborg (guest star Lee Thompson Young) return to Smallville to help him take down LuthorCorp's secret lab.

During a break-in at the LuthorCorp facility, Bart is captured and tortured by Lex (Michael Rosenbaum) and Clark (Tom Welling) sets off to rescue him but is felled by meteor rock. An alarmed Chloe (Allison Mack) goes to Oliver for help and the newly formed "justice league" springs into action to rescue Clark and Bart.

EPISODE #12 – LABYRYNTH


Clark (Tom Welling) is attacked and wakes up in a mental asylum where the attending physician, Dr. Hudson (guest star Matthew Walker), tells him he has been there for five years due to his elaborate fantasy that he has alien superpowers. In this new world, Martha (Annette O'Toole) is married to Lionel Luthor (John Glover), Chloe (Allison Mack) is deemed insane and Lana (Kristin Kreuk) chose Clark over Lex (Michael Rosenbaum).

Lana begs Clark to agree to Dr. Hudson's treatments so they can be together, but when a fellow patient named John, A.K.A Martian Manhunter (guest star Phil Morris), tells him the good doctor is actually a phantom and he needs to kill him in order to return to reality, Clark must make the toughest decision of his life.

EPISODE #13 – CRIMSON


After Lois (Erica Durance) tries on lipstick made with red kryptonite, she becomes overwhelmed with desire for Clark (Tom Welling) and makes her move. The two share a kiss, transferring the red kryptonite to Clark and his inhibitions immediately shut down causing "bad-Clark" to emerge.

Fueled by the red rock, Clark decides to break up Lex (Michael Rosenbaum) and Lana's (Kristin Kreuk) wedding dinner and kidnap the bride-to-be.

EPISODE #14 – TRESPASS


After receiving a photo of herself dressing in her room, Lana (Kristin Kreuk) realizes she has a stalker and decides to hide out at a surprising location.

Meanwhile, Jimmy (Aaron Ashmore) breaks up with Chloe (Allison Mack) because he believes she isn't truly over Clark (Tom Welling), forcing Chloe to take a deep look at her feelings for her best friend.

EPISODE #15 – FREAK


Clark (Tom Welling) and Chloe (Allison Mack) discover that Tobias (guest star Greyston Holt), a young man who was blinded in the meteor shower and now has the ability to identify "meteor freaks," is being used by Lex (Michael Rosenbaum) to locate people with abilities in order to experiment on them.

Lana (Kristin Kreuk) finds out about Tobias' gift, and fearing he will name Clark as one infected, offers him a cornea transplant in exchange for his silence. However, she is not prepared for Tobias' shocking news.

EPISODE #16 – PROMISE


On the day of Lex (Michael Rosenbaum) and Lana's (Kristin Kreuk) wedding, Lex receives a call from Dr. Langston (guest star Fred Henderson) who threatens to tell Lana the truth about her baby.

Lana begins to have second thoughts about marrying Lex and Clark comes to his own realization that he can't let Lana marry Lex and decides to tell her about his secret. However, no one is prepared for what happens when Lionel Luthor (John Glover) steps in. Erica Durance and Annette O'Toole also star.

EPISODE #17 – COMBAT


Clark (Tom Welling) and Chloe (Allison Mack) discover Titan (guest star Kane), a Zoner, is the star of a secret fight club whose bloody battles to the death are broadcast on the internet.

Lois (Erica Durance) smells a story and decides to investigate on her own but is captured and forced to participate in the fights with Athena (guest star Ashley) as her first opponent.

Clark reveals his powers so he can fight Titan but is stunned when he is thrown in the ring with Lois instead.

EPISODE #18 - PROGENY


After Lex (Michael Rosenbaum) discovers Chloe's (Allison Mack) mother Moira (Lynda Carter) has the power to control meteor freaks, he develops a drug to wake her from her catatonic state in the asylum, then threatens to kill Chloe unless she uses her power to help him.

Clark (Tom Welling) helps Chloe break into the asylum to rescue Moira and finally get to know her mother.

EPISODE #19 – NEMESIS


After Jodi (guest star Emily Holmes), the wife of a Special Forces soldier, sets off a pipe bomb in one of Lex's (Michael Rosenbaum) secret labs, Lionel (John Glover) is severely injured and Lex is taken hostage by the enraged spouse.

Claiming Lex kidnapped her missing husband, Jodi threatens to blow up the entire lab with Lex inside unless he tells her where her husband is. Clark sets off to rescue Lex, but is immediately felled by the kryptonite lining the earthen walls.

Lex and Clark realize the only way they will make it out alive is by helping each other.

EPISODE #20 – NOIR


After a secret meeting with Lionel (John Glover), Lana (Kristin Kreuk) is shot at the Daily Planet by a mysterious gunman.

Jimmy (Aaron Ashmore) is knocked out while studying photographs of the scene and dreams about a 1940s version of Smallville in which Lana is a femme fatale who orchestrated the murder of her tycoon husband Lex (Michael Rosenbaum), Clark (Tom Welling) works at the Daily Planet as a reporter and Lois (Erica Durance) is a sultry singer working at a bar owned by Lionel. Meanwhile, back in 2007, Clark discovers why Lana married Lex.

EPISODE #21 – PROTOTYPE


Lex (Michael Rosenbaum) has been secretly trying to turn Wes Keenan (guest star Tahmoh Penikett), a military man who supposedly died fighting in Afghanistan, into a "super soldier" by injecting him with DNA pulled from the various meteor freaks he has captured.

After a crooked senator (guest star Alan C. Peterson) threatens to expose his secret labs, Lex dispatches Wes to kill the senator, but Lois (Erica Durance) witnesses the attack and inadvertently becomes the super soldier's next target. Meanwhile, Clark (Tom Welling) tries to convince Lana (Kristin Kreuk) to leave Lex.

EPISODE #22 – PHANTOM


When Clark (Tom Welling) discovers Lionel (John Glover) threatened to kill him unless Lana (Kristin Kreuk) married Lex (Michael Rosenbaum), he goes after Lionel to silence him once and for all.

Lana tells Lex she is leaving him, and Martian Manhunter (guest star Phil Morris) makes a return appearance to help Clark stop Lex, who is trying to find the last wraith from the Phantom Zone in order to use its DNA to power his army of super soldiers.

Meanwhile, Lois (Erica Durance) goes to Reeves Dam in search of information about Lex's secret lab and is brutally stabbed by a security guard. Chloe's (Allison Mack) secret power is revealed.

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