<-- Previous EpisodeNext Episode -->

Smallville: Nemesis

When Lex is trapped deep inside underground tunnels by the wife of a former test subject, Clark sets off to find him but is rendered powerless by the kryptonite-laden walls. The only way the two of them will make it out alive is if they put their differences aside and help each other.

Episode Info

Episode number: 6x19
Production Number: 2T7719
Airdate: Thursday April 26th, 2007

Director: Mairzee Almas
Writer: Caroline Dries


Guest Stars
Tahmoh PenikettTahmoh Penikett
As Wes Keenan
Emily HolmesEmily Holmes
As Jodi Keenan
Main Cast
Tom WellingTom Welling
As Clark Kent / Kal-El
Allison MackAllison Mack
As Chloe Sullivan
Michael RosenbaumMichael Rosenbaum
As Lex Luthor
Kristin KreukKristin Kreuk
As Lana Lang
John GloverJohn Glover
As Lionel Luthor
Annette OAnnette O'Toole
As Martha Kent


Lex is in a LuthorCorp underground water purification plant when Lionel arrives. He demands to know what Lex is up to with the facility and how it applies to “Project Ares.” Lex starts to answer but notices a female worker in a restricted area. He starts to approach her and she removes her work mask. Lionel spots an explosive charge fastened to the side of the tunnel. The woman triggers the charge, bringing the ceiling down with herself and Lex on one side and Lionel on the other. She knocks Lex out and drags him away...

Read the full recap
Episode Notes
Erica Durance does not appear in this episode.

Episode Quotes
Lionel: Don't tell me I missed the special 4am pre-dawn tour. You know, your current machinations have forced you to conduct business outside regular business hours.
Lex: I suppose I should find it comforting that you're still checking up on every move I make.
Lionel: What is it you find so compelling about these tunnels, abandoned for decades?
Lex: I'm spearheading a water purification program. A little research would have assured you it's public knowledge.
Lionel: Please, spare me. How long have you been scouting the tunnels, huh? Months? There's something down here important to you, more important than the approval from a few eco-enthusiasts.
Lex: Don't worry, Dad. I still have plenty of land to conquer above sea level before I take on the underworld.
Lionel: And, what unknown world will be host to Project Ares?

Clark: Where is Lex?
Lionel: They'll never find him, even if they get through the debris. It's a maze of tunnels. You've got to find him, Clark. He's put something terrible into motion down there. Lex is the only one who can stop it.

Jodi Keenan: I knew in my heart it wasn't true.
Lex: It's hard to accept but the heart sometimes lies.
Jodi Keenan: When you love somebody, really love them, you know when you've lost them.

Jodi Keenan: What's wrong, Mr. Luthor? Haven't you ever done anything crazy for love?

Clark: Lex could die if I don't go down there.
Chloe: Well, don't look to me for encouragement. After what he did to my mom, I don't mind the idea of him cohabitating with the rats for all of eternity.
Clark: Trust me, Chloe. Lately I've had moments where I thought the world would be a better place without him but...
Chloe: You don't get to choose who you're gonna save. Not if you're Clark Kent.
Clark: Besides, whatever's in those tunnels may be the first step in taking Lex down.
Chloe: Then, I suggest you beat the bomb squad to the entrance and human-wrecking-ball your way in before anyone can see you.

Lana: Doctor, if my husband doesn't survive... the man lying in that room is the only family I have left. Please, just one minute.

Lana: I understand you're in a lot of pain. Good. You knew what Lex was doing to me - orchestrating a fake pregnancy and making me believe that I lost a baby. And, you still trapped me into marriage with him.
Lionel: I didn't know then what Lex...
Lana: Shh, save your oxygen. We wouldn't want to jeopardise your surgery. With Lex missing, it turns out that I'm in charge of your medical decisions today. Looks like I'm not the only one who's trapped. Why did you threaten to use Clark's weakness against him if I didn't marry Lex? Tell me. If I killed you right now, I'd be free. Give me one reason why I shouldn't.
Lionel: I'm protecting Clark.

Lex: I saw what happened when I stabbed you with that chisel, Clark. That thing accordioned like it hit solid rock. I don't know why I needed so badly to believe that you're more than human.
Clark: 'Cause nothing's ever good enough for you, Lex.
Lex: The truth would have been! You may be flesh and blood but you've been hiding secrets from me since we met. You never trusted me.
Clark: Ugh! Would it have mattered? What are you really doing down here, anyway, Lex? Trying to find new ways to exploit the people that have different abilities than you?
Lex: There's no grey area with you, is there? It's either all good or all evil. Did you even try to see my humanity before you decided I had none?
Clark: I did, Lex. And, look where we are.

Chloe: (on the phone) Hey, Clark, it's me... again. Where are you? I feel like your stalker ex-girlfriend, uh, even though I was never your girlfriend. It was just an analogy. A bad one, I'm sorry, this is awkward. Okay, uh, call me. Bye.

Clark: Something tells me no-one else knows about these tunnels.
Lex: By no-one, you mean Lana. I'm sorry but I don't bore her with the daily minutiae of my work.
Clark: You mean you don't trust her?
Lex: I know that's what you've always wanted to believe but Lana's the first person in my life I actually do trust.
Clark: Then, why'd you do it, Lex?
Lex: Do what?
Clark: Why'd you force her to marry you? I saw Lana the day of the wedding. And, she was gonna leave you. What'd you do to her?
Lex: I don't know. The answer must have gotten lost in that dark abyss we call my soul. I mean, what would I know about holding my breath before a congregation, praying the love of my life wouldn't leave me at the altar? Not being sure on that day was the hardest thing I've ever had to endure. And, you can believe that or not. I stopped expecting you to act like a friend a long time ago.
Clark: Were we ever really friends, Lex?
Lex: I don't know. I have nothing to compare it to. You're the only real friend I've ever had, Clark. Somewhere along the way, you saw me as your nemesis... turned your back on me.

Chloe: He went down to help and now even the bomb squad can't find a way in.
Lana: But, he'll be okay, right?
Chloe: I don't know.
Lana: But, he's... I mean, he's Clark. Chloe...
Chloe: Lana, whatever it is that you know or think you know about Clark, he's not invincible. He has a...
Lana: Weakness.
Chloe: Look, Lana, he will die if we don't find a way in there soon.
Lana: I think I know another way in.
Chloe: Exactly when did you learn how to polevault over Lex's firewall?
Lana: I figured that if Lex was gonna look over my shoulder, it was time for me to start looking over his.

Lex: Did you really think I was gonna let you die alone down here, Clark? Guess you never knew me at all.

Lana: Good book?
Lionel: I prefer non-fiction - much more exciting. Oh. I hear Lex made it out... unscathed. You must be thrilled - both the Luthors alive and well.
Lana: I'm not here to talk about Lex. What I want right now are answers. First, you tell me that you're gonna kill Clark if I don't marry Lex and now you're telling me that you're protecting him? What the hell's going on?
Lionel: You know, Clark is a very lucky young man to have someone that loves him the way you do. Your love was the only thing that I could use to keep Clark out of harm's way and you close to Lex.
Lana: I don't understand. What harm? What's Lex doing and why am I a part of it?
Lionel: You must trust me, Lana, because Clark's life depends on it.
Lana: I wonder how Martha Kent would handle hearing that you used her son as a bargaining chip. Tell me what you know.
Lionel: Wow. Well, I see you've embraced wholeheartedly what it means to be a Luthor.

Clark: I still don't understand how you thought to come out here. Lex said no one knew about those tunnels, not even...
Chloe: Lana?
Clark: She led search and rescue out here? I guess I had it all wrong. This whole time, I thought that Lex had forced her into that marriage but... now, I don't think he did.
Chloe: Don't give up on your hunch just yet, Clark. Lana knew about the other entrance to those tunnels the whole time and it wasn't until she heard you were down there that she magically produced them.
Clark: Lana was gonna let Lex die down there?
Chloe: I think the Luthor mansion has a lot more secrets than we realise.

Lex: Did you see Clark on our wedding day and tell him you didn't want to marry me? Did you?
Lana: Yes. But, only because I needed someone to talk to. I knew there was something wrong with the baby, I could feel it. I thought you wouldn't love me. And, I didn't want to lie. I wanted to say something. I did. But, you loved our baby so much. Just one look at her nursery and I knew that you had an entire life planned. School... play dates. We were gonna be the best parents in the world. But, how could I stand at that altar in front of all of those people and say that everything was going to be okay when I knew something was seriously wrong? What kind of a person would lie like that?
Lex: Nothing could have stopped me from loving you. Nothing.
Lana: That's why I married you. I wish I was that strong. If someone lied to me like that, they would lose my love forever. I don't know what I did to deserve you.

Martha: Clark... what really happened down there?
Clark: When Lex pulled me outta that rubble... I saw a glimpse of something I hadn't seen in years. My friend.
Martha: I know you two went through a lot. But, so much has happened. Sometimes, as hard as it is, you have to let go.
Clark: But, you didn't. After everything that Lionel's done, you stood by him today.
Martha: That doesn't mean I trust him. I wish I could. And, even though I honestly believe he's made an effort, no-one can completely change who they are.
Clark: At least you gave him that chance. Mom, what if part of who Lex is... is because of me? What if I gave up on him too soon?
Martha: You'll never give up on anyone, Clark. Because your greatest strength might also be your greatest weakness - your hope.

Cultural References
Chloe: Which means Lex and our G.I. Jane will be long gone before they get through all that debris.

G.I. Jane is a 1997 action movie starring Demi Moore as Lieutenant Jordan O'Neil. Her character is the first woman to undergo Special Forces training and must tackle the physical aspects as well as sexism.

Other Episode Crew

DeveloperAlfred Gough  |  Miles Millar
OtherJerry Siegel (Superman Created By)  |  Joe Shuster (Superman Created By)
Main Title ThemeRemy Zero
Missing Information
Click here to add Music
Click here to add Episode Goofs
Click here to add Episode References
Click here to add Analysis