CHLOE: Previously on Smallville:
CLARK: This is because of Brainiac, isn't it?
CHLOE: For once, something good came from something horrible.
I'm choosing to look at this as a gift.
JOR-EL: You have chosen to defy me.
This defiance cannot go without consequence.
Since Jor-El created Brainiac, I think he can cure your infection.
I can recreate Jor-El and the Fortress. I just need that crystal back.
After all these years of keeping a secret, why are you telling me?
- I feel you were sent to me. - That's great.
Clark, you don't get how much of my life I spend protecting your secret.
OLIVER: Chloe, we're done here.
Chloe's knee-deep in these situations that humans just don't understand.
As her best friend, make her stop before she gets hurt.
Did you help me because of some personal code of ethics...
or was there more to it than that?
I think it's best if I don't see you for a while.
LOIS: This will do. CLARK: Lois.
You don't know who you are.
You arrived as genetic matter containing our planet's most powerful life forms...
so that in time, you would evolve to become Earth's ultimate destroyer.
[CRASH]
Trust me, my son. That which kills you makes you stronger.
Breakfast in bed for my beautiful bride-to-be.
I even brewed you a special wedding-day-countdown cup of coffee.
Two kinds of beans blended together in a tasty marriage of flavor.
- Oh, thank you, Jimmy. - No problem.
You know, it's one week until we rendezvous at the altar...
and we're, uh, still getting RSVPs. - Heh.
I bet you anything these slow responders have never had to tackle...
the challenge of a seating chart. - Hmm.
One of our invited guests continues to be conspicuously absent.
Lana.
Who?
[CHUCKLES]
Uh, longtime friend, drama with Clark...
left town in a hurry, apparently never to be heard from again.
Right, Lana.
I just didn't... I didn't hear you.
Are you okay?
Yeah. Why?
You've been kind of forgetful lately.
Forget the florist's name one more time, she's gonna stick us with potted ferns.
Just distracted.
I guess it's a case of the, uh, pre-wedding jitters.
Chloe, the hard part... it's over.
Just think of this wedding as one big fiesta to us.
Kind of like the engagement party, just with more people.
Okay?
How about we take a little break?
I thought the point of an engagement party was to enjoy the party part.
I just want two minutes alone with you.
I've been hugged by so many people today, I
feel like I'm engaged to everyone but you.
[CHLOE CHUCKLES]
You're right, the night has gone by faster than the flash of a camera, hasn't it?
Well, that's why we can't miss this dance.
I love you, Jimmy.
Jimmy, what's going on? This isn't how it happened.
Jimmy.
Chloe? Are you okay? You blanked out for a second.
You have a headache? Do you want me to call a doctor?
Get out of my apartment.
Chloe.
It's me. It's Jimmy. It's your fiancé.
I think I'd remember my own fiancé.
I've never seen you before in my life.
JIMMY: Code red, C.K.
My whole world just fell apart.
Jimmy, slow down. What's going on?
As Chloe's future husband...
I thought I could steer her ship through any storm, in sickness and in health.
But I just got hit with a major bridal wave.
Wedding's a week away. She's probably just stressed.
Well, yeah, that's what I thought.
But she's been forgetting things.
It started out as small stuff.
Miss a meeting, a name, a place, that kind of stuff. But today, she...
She didn't even recognize me.
She was actually afraid of me.
Did you notice any other symptoms?
Other than a selective amnesia?
She calmed down as soon as I showed her a picture of us together...
but I still don't think she remembers me.
Clark, Chloe she, uh...
She used to have this medical condition. It gave her this special ability.
You mean her meteor ability. Healing people.
I figured she would have told you.
Do you think it left her with brain damage?
I don't know.
This could be any number of things.
Look, we need to get Chloe to a doctor.
Would you talk to her?
Her memory may have left me at the altar...
but she might still remember you.
Excuse me. Can you tell me how to get to the hospital library?
- Are you an intern? - Uh, med student. Met U.
Yeah, certainly don't miss those days. What lucky topic did you take up?
Memory loss, synaptic shock. You know, your basic brain drain.
I was trying to find information online,
but the cutting-edge research is at Met Gen.
Yeah. Uh, just down the hall to the east wing, second floor.
- Thanks. - Good luck.
Hey, I, uh, was actually thinking about you.
Davis. You look exhausted. You pulling more night-after-night shifts?
These days, it's more like Night of the Living Dead.
Well, careful that the zombies don't eat your brain for breakfast.
Save yourself. It's a little too late for me.
I was supposed to look into your past. Davis, I'm...
You know, my crystal ball is just on the fritz.
I actually was thinking about it. I'd rather
you cancel the whole seance altogether.
I decided to let the past rest in peace.
But there's something else, Chloe.
Something I've been, uh, thinking about since the day we met.
I would love to hear what you have to say, honestly, but now is just not a good time.
Got it.
Is everything okay with you and Jimmy?
Jimmy?
Oh, right. Uh, fiancé. Yeah.
You've been there for me a lot lately.
If you ever need anything, I'm right here for you.
[CHUCKLES]
The truth is my brain's just a little fried, literally. Heh.
- I'll talk to you later? - Of course.
CLARK: Chloe!
I'm right here, Clark.
Chloe, hey, I've been looking all over for you.
Look, Jimmy says that you're forgetting things.
This morning, you didn't even recognize him.
Jimmy's overreacting.
- So you do know who he is? - Of course!
Jimmy Olsen, reddish hair, cute smile, photographer.
Likes to wear bowling shirts.
What about fiancé?
Yeah, right.
We begin our lives together Saturday at 6.
Chloe, it sounds like you're reading this all off a list.
Are you sure everything's okay?
I'm just distracted, you know?
I mean, the last-minute wedding plans.
Why did you close the bookcase when I walked in?
Research.
Client-therapist privilege.
No, Clark.
Please, just don't, heh. Okay?
I'm really busy right now. I still need to pick the place settings.
I mean, who knew there were 90 ways to fold a napkin?
Clark, please...!
Okay, I know this looks a little weird.
What's going on, Chloe?
Jimmy's right. I have been drawing a few blanks.
A few?
Well, yeah. But I've just been kind of using this as Chloe Sullivan's crib sheet.
And whenever I forget someone, like, you know, my fiancé...
I come here to remind myself of how we're connected.
Chloe, listen to what you're saying.
You had to paste your entire life on these walls.
There's something seriously wrong with you.
I still remember you.
And that's about all I remember.
I've forgotten almost everyone, Clark.
And I'm having to fake my feelings more and more with people.
Pretty soon, there isn't gonna be any "I, Chloe"...
just an I.Q.
We both know what's happening to you.
I'm being taken over by Brainiac.
[SIGHS]
JIMMY: Davis. - Hey, Jimmy.
Uh, is that your RSVP?
Because there's a little thing called a stamp. Would have saved you the trip.
Um, look, I'm sorry. I can't stick around and Chloe's not here, so...
Yeah, I ran into her in the city.
Your name came up and she acted kind of weird.
Is everything okay?
Yeah, sure. No, it's just a little temporary detour on our way down the aisle.
You really love her, don't you?
Yeah.
Like Sinatra said:
She's all I long for All I worship and adore.
You know what I mean?
[SIGHS]
Yeah, I do.
[CHUCKLES]
Yeah, I do.
I'm just sorry that I won't be able to make it.
Oh, well, you know, unlike some of my extended family...
I'm not gonna enjoy putting your reply card on the regrets pile.
Oh, man, I'm sorry that I won't be there, but, uh, could you do me a favor?
Would you mind just telling Chloe for me?
Yeah, yeah. No, that's no problem.
She's an amazing girl.
Take care of her.
[DOOR CLOSES]
That's what I'm trying to do.
CLARK: Brainiac's always got an objective.
Chloe, do you remember anything from when you lost your memory of Jimmy?
Every time I try and think about someone...
it's like this swarm of Kryptonian symbols I don't understand.
It's like Times Square times a hundred in my head.
Brainiac is replacing your memories with Kryptonian data.
Yeah, and this one keeps repeating itself over and over again.
This is the symbol for doom.
Do you think Brainiac is sending me a message?
Whatever he's doing, Chloe, we need to stop it.
Jor-El created Brainiac.
When Kara lost her memory, Jor-El restored it.
If I take the crystal and rebuild the Fortress, Jor-El might help you too.
Or he could strip you of your powers or drop an ice castle on you.
It doesn't matter, Chloe.
- I have to do this. - And I have to be honest with you, Clark.
This is exactly why I didn't tell you what was happening with me.
Because I knew that you would just fly off without thinking of the consequences.
Clark, last time you handled this crystal, it zapped you to the Phantom Zone.
For all we know, Lex could have sent this to you.
I mean, he could still be trying to control you from wherever he is.
Chloe, none of this would have happened if you hadn't tried to protect me.
Everyone who knows about my secret, I've watched them either go away or die.
My dad, Pete... Lana, Lionel, even Lex.
Chloe, I'm not gonna let my secret destroy your life too.
The night that I saw you catch that car with your bare hands, it changed my life.
For the better.
Clark, thanks to you, I've actually made an impact on the world.
I wouldn't trade that for anything.
Chloe?
Clark, get out of the way.
Oh, my God.
Clark.
CLARK: Chloe.
Chloe, snap out of it.
Chloe.
Chloe, hey!
Chloe.
[CHLOE SIGHS]
Are you okay?
Yeah, my head just feels like a volleyball at the Summer Olympics.
You blacked out again.
Come on, let's sit down.
You lose another memory?
I think you snapped me out of it before anything completely disappeared.
I guess the more I think about someone...
the more my memory gives them a complete mental makeover.
Before you trailed off, you were talking about the first time you saw my abilities.
Abilities?
As in your ability to look both ways before you cross the street?
Clark, all I remember is hiding behind some construction equipment...
and watching you stand in the middle of the road.
You don't remember an out-of-control car?
Were you hit by a car that night?
Oh, God. I'm starting to lose things about you too now.
Do you remember the name Kal-El?
Should I?
What about Krypton or Brainiac?
Brainiac. People used to call me that when I was a kid.
Right?
What? I'm forgetting something important now.
What don't I remember? Look, Clark...
this isn't gonna stop. I'm losing everything.
Chloe, it's gonna be okay.
But I need you to trust me. I know someone who can help us.
You need to stay here and relax. I'll go talk to them.
No, Clark. Don't go. Please, don't leave me.
What if I forget all about you while you're gone?
[SIGHS]
Here.
Maybe this will help.
I'm not gonna let anything happen to you, Chloe.
Clark?
[JINGLING]
Clark?
[SIGHS]
[FOOTSTEPS APPROACHING]
Clark?
Hey, Chloe.
It's me. It's Jimmy.
I brought some more pictures of us, in case you still couldn't...
place my face. - Hey, Jimmy.
I remember who you are.
[SIGHS]
You recognize me?
Sorry about the attack of the bridezilla this morning.
Oh, I thought that I'd really lost you.
You're not feeling the love, are you?
The truth is I'm not really feeling much of anything for anyone these days.
It's like a bunch of random Facebook profiles.
I mean, Clark is one of the few friends that I actually have memories of still.
I figured you would have forgot about him...
before you lost all your memories about the guy you're about to marry.
But the most important thing is that you don't have total amnesia.
Yet.
Chloe, you need to see a doctor.
I made an appointment for you this afternoon...
with one of the best neurologists in Metropolis.
Clark told me to wait here for him while he went to get help.
No.
No, I don't know why he left you here alone...
but we're gonna get you some real help.
He said to trust him.
Pictures.
They can't remind you of emotions, but they don't lie either.
Look at these.
[SIGHS]
There was a time when you trusted me enough to marry me.
Please, Chloe.
Trust me now.
JOR-EL: Welcome home, my son.
Home?
I wanted to see it that way, Jor-EI.
I wanted to learn more about my family, about my destiny.
And then you tore it all away.
JOR-EL: I programmed the Fortress to remove your powers and self-destruct...
if you became a danger to the planet.
When you sent me here, you had no way of knowing how I would use my abilities.
You trusted me.
When I betrayed that trust...
you were willing to sacrifice your only son to save this planet.
But now I know what it truly means to protect people.
Not just my family and friends.
JOR-EL: You've made great progress, my son.
One thing needs to change.
You call me your son, but you treat me like your enemy.
I think it's time you stop punishing me and start trusting me again.
JOR-EL: You've grown up, Kal-El.
Your trials have matured you.
My trials are not over, Jor-EI.
Brainiac was not destroyed.
He managed to infect one of my friends. Now he's taking her over.
I need your help.
JOR-EL: I can translate the Kryptonian code corrupting your friend's mind...
back into human memories.
However, the being you call Brainiac is highly unpredictable.
It poses a tremendous threat to all of us.
There is no way of knowing what the outcome will be.
Are you willing to take that risk?
Got any advice for an MRI rookie?
I won't take long.
Your best bet, just close your eyes and think of a place that makes you happy.
All right.
Wow, sweet setup, Clark.
Spend your nights spying on any unsuspecting neighbors?
No, I like...
looking at the stars.
I guess you truly are a gentleman farmer.
[CHUCKLES]
Emerson and Thoreau have nothing on you.
I spend way too much of my time reading.
Actually, I love reading.
I don't have that much time to make a lot of friends.
My dad keeps me pretty busy with chores.
My mom left me when I was really young.
After that...
I was afraid to make friends...
because I just thought they'd all end up leaving too.
So I buried my nose in books.
Although, I think I lost one of my favorites when we moved.
Tales of the Weird and Unexplained.
Something tells me I won't find much of the weird or unexplained here...
in Norman Rockwell's neighborhood.
[WHOOSHING]
Smallville's more than just dairy cows.
We have a pretty good public library.
What was that for?
I know you've been thinking about it all day.
So I figured we'd just get it out of the way and be friends.
Oh, no. It's happening again.
I have to get you out of here and into another memory!
[CROWD SHOUTING]
- Dark Thursday. CLARK: Chloe!
Clark.
What's happening? All the streetlights are out.
Oh, my God. No memory's safe.
Come with me.
I can't lose you, Clark.
Chloe, I'll never leave you.
Clark.
Davis?
Hey, Chloe.
Miss Sullivan, are you okay?
[GROANING]
- What happened? DOCTOR: I don't know.
Brain waves spiked as soon as she went in.
- The machine went haywire. - What's going on? Where am I?
You're in the hospital. You don't remember?
[MACHINERY BEEPING]
I don't remember anything but Davis.
I have to find Davis.
Davis.
Hey, Chloe.
Oh, my God. Thank God I found you.
You might wanna loosen that up. I don't tie tourniquets this tight.
I'm in trouble, Davis. I need your help.
- Are you okay? - No.
I'm nowhere near okay. I'm completely lost.
I don't know my own zip code or who my parents are.
I can't remember anything but my own name and you.
Okay. Just relax and breathe.
[CHLOE GASPING]
- Were you in an accident? - I don't know.
I don't think so. No. No, 10 fingers, 10 toes.
And I'm not in any pain. I just... My memory's MIA.
But how would you know who I am?
I don't know. I just do.
But you're the only one. It's like you've become my entire world.
Listen, Chloe, we should call your friends.
No, no, no. I can't remember any of my friends.
Davis, I don't trust anyone but you.
I'm so scared. What's happening to me?
Don't worry, Chloe. You're safe now.
Thank you.
It's like I said this morning. I will always, always be there for you.
[SIGHS]
Lawyer? You're not gonna be hearing from any lawyer.
- You're gonna hear from a law firm. - Jimmy, where's Chloe?
I took her to Met General to get an MRI.
The hospital lost her. She ran away as soon as they pulled her out.
Why did you take her out?
Why did you leave her when her memory was shedding pounds by the minute, Clark?
I went to go talk to someone who could help.
Chloe was in no condition to make the trip.
[SIGHS]
I should never have let her out of my sight.
You did everything you could to help her.
Don't beat yourself up over something you can't control.
She could be wandering the streets right now...
with no idea who she is or where she's from.
What if we don't find her?
We will find her, if we work together.
I need you to call Metropolis PD and ask for John Jones. He'll get the word out.
In the meantime, I'm gonna go to Metropolis and start searching the streets.
Right.
Hey, Clark.
Thanks.
I think that they're closed.
Chloe.
You don't recognize me, do you?
It's okay. You live here, upstairs. It's your apartment.
Why did you bring me here? You promised me I could stay with you.
It's okay. Clark is one of your best friends.
But I only remember you.
It's okay, you're safe. Trust me.
JIMMY: Clark, I thought that I heard...
Chloe.
- I am so glad to see you. - I don't know who you are.
- This is Jimmy. He's your fiancé. - Just stay away from me.
Chloe. What did you just do to her?
She has full-blown amnesia. I thought she was gonna run.
I brought a sedative, just in case.
- Any idea why she remembers you? - No, but lucky she did.
When she found me, she was scared out of her mind.
I thought if she saw you, it would jump-start her memory.
Thank you for bringing her home.
It's no problem. This is where she belongs.
Looks like she's in good hands.
Call me if you need me.
We need to get her to Smallville Med.
I'll take her to the car. Grab some of her stuff.
- I'll meet you out back. - Yeah.
JOR-EL: Time is of the essence, Kal-El.
Chloe never would have gotten hurt if she wasn't trying to protect me.
JOR-EL: I tried to warn you of the danger in sharing your true identity.
But now that I'm taking more risks...
it's even more dangerous for her.
Chloe deserves a life free from the burden of my secret.
When you restore her memory, I don't want her to remember anything about Krypton...
or my abilities.
JOR-EL: I know this choice is not easy for you, my son.
But it will be done.
You've been the best friend and ally I could have had, Chloe.
The truth is you've saved me more than I ever could have saved you.
I'm sorry to go back to hiding the truth from you.
But the best way that I know to protect you is to let you go.
CHLOE: Jimmy, I'm impressed.
You managed to balance out singles, couples and families...
while keeping all of the exes at different tables...
and still keeping the kids table away from the cake.
You truly are the Zen master of seating charts.
More the master of musical chairs. But now that this is over...
I don't wanna see, sit or stand on another chair for a long while.
Well, then let's just live on the couch.
- What? - You're amazing.
You had about the fastest spontaneous recovery in history.
Yeah, I don't know exactly what I did.
I mean, one minute, I'm standing in the Talon, not recognizing you or Clark.
And then suddenly, I feel a sharp sting of a needle.
Next thing I know, I wake up in the hospital,
happy to see you both right by my side.
I wonder if Davis' knockout punch had anything to do with it.
It definitely was a miracle, plain and simple.
CHLOE: Clark Kent...
the best-looking best man in town.
Second only to my gorgeous groom, of course.
I'm just glad the bride is safe. Everything's back to the way it used to be.
Oh, wow!
I gotta get to Metropolis to drop off our check to the florist before they close.
- I'll make a run to the city. - Are you kidding me?
That's like a two-hour trip, and you drive like an old lady.
Are you sure you're feeling up to it? I really don't mind coming along.
I'm perfectly fine stopping and smelling the roses on my own.
Besides, there's a whole bunch of folding tables he needs to set up at the farm.
And I, uh, seriously doubt that Clark can carry all of them by himself.
[SIGHS]
DAVIS: Chloe.
Hey, you.
You sneaking up on me?
Don't have any hypodermic needles up your sleeves, do you?
Oh, no. Not a needle in sight. Sorry I had to do that to you.
Are you kidding me? If you hadn't hit me with your best shot...
I never would have gone with Clark and Jimmy.
Oh, by the way, I heard you're not gonna make it to my wedding.
- I'm really gonna miss you being there. - Chloe, I lied.
They don't need me at the hospital that day.
Please, tell me that this isn't because of all the drama I put you through.
- You know that I wasn't in my right mind. - No, no.
It's not you. You're beautiful.
There's a lot in my life that I don't understand right now...
but the one thing that I'm sure of is how I feel about you.
I can't go to your wedding, Chloe, because I can't watch you marry the wrong man.
Okay, Davis, you need to slow down and put your ambulance in reverse.
I'll admit that when we first met, there was an attraction.
I mean, you're kind and you save people's lives...
and you look great in a uniform, so of course I'm gonna like you.
- But I love Jimmy. - Do you? Do you really?
I tried to be the bigger man. I brought you back to him...
even though all I wanted to do was take care of you myself.
But then I thought about it.
When you forgot about everyone else in your life...
who did you come to for help?
Not Jimmy. Not even your best friend, Clark.
It was me.
You came to me.
Davis, I...
There is some sort of connection between us, Chloe...
and I know that you feel it too.
Okay, stop. Um...
Davis, this connection, it was... It was never this.
I understand.
But I am not ready to let you go.
I will wait for as long as it takes.
You know where to find me.
Jor-EI.
I've come here to thank you for what you've done.
Chloe's a lot safer now that she doesn't remember the truth about me.
I guess I'm just starting to realize how much I actually lost.
JOR-EL: You made a difficult choice.
I am proud of you, Kal-El.
But something else is troubling you.
I know that we defeated Brainiac, but we may have another problem.
When Chloe was losing her memory...
she kept seeing the Kryptonian symbol for doom in her mind.
JOR-EL: The symbol for doom represents the ultimate destroyer.
A Kryptonian creature bred for a single purpose...
to kill.
It adapts and evolves to any attack.
It is virtually unstoppable.
And it appears it's made its way to Earth.
So Brainiac was trying to contact this thing using Chloe as a vessel.
JOR-EL: If that is true, then it is likely the creature will find her soon.
I don't care how powerful it is.
I'll take it on, like I have everything else.
JOR-EL: I am here for you as well, my son.
Thank you...
Father.
JOR-EL: My son?
My son?
BRAINIAC: Your son is destined to fail.
Soon, a new age will dawn on Earth.
An age of power and strength...
and the fall of the House of El.
Doomsday is coming.