The CW promoted Bow Wow's upcoming CD - The Price Of Fame. It should be noted the song played in this episode was from his previous album, Wanted.

Erica Durance and John Glover do not appear in this episode.

Lana: You're quitting?
Dr. Arthur Grohl: I'm disappearing.
Lana: Don't you think that's a bit extreme?
Dr. Arthur Grohl: You'll find that when you're in as deep as we are with the Luthors, they won't just let you walk away.

Clark: Sounds like heat vision.
Chloe: Not unless your heat vision comes with a radiation setting.

Clark: (as a figure walks into the barn) Raya.
Raya: Hello, Kal-El.

Clark: How'd you find me?
Raya: Your father told me about the family he had chosen for you. About Smallville. Must've been hard growing up here by yourself.
Clark: I had my parents, I had my friends.
Raya: But no-one who really understood you.
Clark: You mean what was it like to grow up with such a big secret?
Raya: And the amazing rush of racing trains, knowing nothing can hurt you.

Clark: No matter how I think I fit in... every day, I'm reminded I'm not one of them.
Raya: You're not alone anymore. I'm here.

Jimmy Olsen: You don't think that some back alley hand-off is suspicious?
Chloe: I think Lex Luthor getting out of bed in the morning is suspicious but you need facts. You need proof.
Jimmy Olsen: Well, thanks for the popup commentary but that's where I was... well, kinda hoping that you would come in.
Chloe: Look, Jimmy, I've dealt with the Luthors before and the kind of ball they play is very, very hard.
Jimmy Olsen: Then I guess I better bring my bat.

Lex: You know, James, I was very happy to hear that Chloe finally landed a boyfriend. It appears my jubilation was premature.

Lex: Jimmy... tell Chloe Lana says hello. And if you ever try anything like this again... you'll be leaving through the window, no matter who you're dating.

Lex: I don't like playing cat and mouse games, Lana.
Lana: Is it the game that you don't like? Or the fact that someone's playing it on your level?

Raya: You cheated.
Clark: I couldn't let a rookie catch me in the last county.

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 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.

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 civilisation 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.

Clark: Jor-El tried to warn me but I didn't listen, I mean, how could I trust someone who brought so much pain into my life?
Raya: Pain is a part of anyone's journey, Kal-El, you can't escape it. You must accept your destiny.

Baern: What's the matter, Raya? Don't recognise an old friend? It's me... Baern.
Raya: He's one of the phantoms.
Baern: How do you like the new suit?
Clark: What do you want?
Baern: To pay back your old man for giving me a one way ticket to hell. But, then he had to go and get himself eviscerated along with everyone else from that ice cube you call a planet. So, I guess you'll have to do.

Jimmy Olsen: You see those symbols? They're like hieroglyphics. Do you know what this means, Chloe? Lex is working with the Egyptians.

Chloe: Hey, I've been trying to call you. Where've you been?
Clark: Racing around.

Lana: Lex, you're obsessed. We've been through this before with the ship and something has gotta give. The box or me.

Clark: What happened?
Lex: We had an uninvited guest but we're used to that kinda thing.

Clark: Look, you don't wanna get in the middle of this.
Lana: No, you don't want me in the middle of it but it's too late. Clark, stop trying to think up excuses and just tell me what's going on.

Raya: 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 wouldn't have given up so easily.
Clark: I haven't given up. I don't know what else to do, I've tried everything.
Raya: Everything except the training your father wanted for you.

Clark: That sound, I heard it before.
Raya: Every Kryptonian family has a unique tone. A beacon to identify itself.

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.

Clark: You can't leave me... not now.
Raya: I'm sorry I couldn't share in your destiny, Kal-El.

Jimmy Olsen: It's not even the worst of it.
Chloe: Well, you couldn't have been demoted, I mean, you can't get any lower.
Jimmy Olsen: Try unemployment. Apparently, Lex made a call, they fired me.
Chloe: What?
Jimmy Olsen: Look, I managed to talk my way back but only as far as the basement.

Lex: I think we need to reassess some things.
Lana: Because of the box?
Lex: Because you lied to me, Lana. After all your talk about honesty.
Lana: Then I guess we're even.

Lana: The human race has survived this long. It doesn't need Lex Luthor to save it.

Lex: Do you honestly think I wouldn't have chosen you?
Lana: I guess we'll never know.

Clark: When I was with Raya, I didn't feel alone anymore.
Martha: Clark...
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 that I ever met who could really understand that. And I don't think I ever thought about what I'd 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.
Martha: Your training with Jor-El, you wanna go?
Clark: But I can't, not yet. Not until every prisoner that I released from the Phantom Zone is returned. Or destroyed.

Raya: I know this design. It's part of the BRAIN InterActive Construct.
Chloe: What?
Raya: Brainiac. This box is its power core.

This is the first time the name 'Brainiac' has been used on Smallville. Previously, 'Brainiac' was only referred to as the 'BRAIN InterActive Construct'.