Chloe: Clark, you know you're bored when you resort to watching a repeat of your breakup.
Clark: I needed to remind myself that Lana left for a reason.
Chloe: Did something happen that made you suddenly forget?
Clark: Last night, we... kind of kissed. I know. It was a mistake. I don't know what I was thinking.
Chloe: Clark, you're acting like you committed a crime. Now, I'm not a lawyer, but I really don't think that a little trip to first base is exactly a felony.
Clark: But, I'm digging up feelings from the past that need to stay buried - for both our sake.
Chloe: You know, you have an arsenal of abilities at your disposal, but suffocating feelings that want to come up for air definitely isn't one of them.
Clark: Lana thought she was holding me back and you know what? She was right. Look what happened after she left - I got off the farm, I got a job, I started using my abilities to help people when they needed it the most.
Chloe: Did you do that because Lana left or because you simply grew up and realised what you wanted to do with your life? Clark, maybe she isn't the liability you're making her out to be.
Tess: Clark. I didn't know it was you.
Clark: I didn't realise that breaking and entering was one of your hobbies.
Tess: The damage was done when I got here. I was worried about Lana and I came to warn her, but I was obviously too late.
Clark: Warn her about what?
Tess: It seems that she's been... poking around some classified LuthorCorp technology.
Clark: The last time I checked, you were in charge of LuthorCorp.
Tess: Everything but the nanotechnology dedicated to sustaining Lex's life. The bear may be hibernating but that does not mean that he's gonna sit around and let his honey get stolen.
Clark: Since when did you and Lana become close friends?
Tess: I will forever be grateful to her. Lana's responsible for finally showing me the monster that Lex really is. The least that I can do is repay the favour.
Carter Bowfry: What I have to teach, you're not ready to learn.
Lana: You'd be surprised. Please, just give me a chance.
Carter Bowfry: Well, you're not a soldier, you're definitely not a government agent so why are you here?
Lana: I want to be invincible.
Carter Bowfry: Well, good for you. Look... I'm all for girl power but you're gonna have to go find yours on your own, okay, sweetheart?
Lana: I'm not asking you, I'm telling you. If you help me, I promise you'll be helping the world.
Carter Bowfry: You were barely under.
Lana: It's too cold.
Carter Bowfry: You're weaker than I thought.
Lana: Yeah, well, life hasn't exactly been a walk in the park lately.
Carter Bowfry: Oh, poor, poor, pitiful you. How long have you been feeling sorry for yourself? Let me guess... your entire life.
Carter Bowfry: What are you waiting for?
Lana: Just not used to scorching myself.
Carter Bowfry: Get used to it. No fear, no pain.
Lana: I can't.
Carter Bowfry: It's not fear that's stopping you, is it? You're holding onto something... or someone.
Lana: Do you see anyone else here?
Carter Bowfry: Oh, I can feel him. So can you. As long as you're trying to be someone you're not, you are gonna be vulnerable. You are gonna feel the pain. What's their name?
Lana: His name's Clark. And, if I had an ounce of his strength...
Carter Bowfry: I'm not training you to be like someone else. I'm training you to be Lana Lang, to rise from the ashes of your previous life, stronger, more powerful... fearless. It's time to rise.
Carter Bowfry: What you need are skills, Lana... maturity.
Lana: I need power.
Carter Bowfry: You'll have it. But, it just doesn't happen overnight.
Lana: I've had it before - skills and abilities beyond what you can imagine. But, I wasn't ready for them physically, mentally or emotionally. And, now, thanks to you, I am.
Carter Bowfry: This thirst for power, Lana - I've seen it before. Most of the time, it doesn't have a happy ending.
Tess: The cloak-and-dagger existence suits you well, Regan. So, how's the new career - breaking and entering? Did you find what you were looking for in Lana Lang's apartment?
Regan: Still looking, just like you. Only I'm trying to find the technology to keep Lex alive, not to destroy it.
Tess: The world already believes he's dead. I'm just trying to make a fantasy a reality.
Regan: You actually believe you can declare Lex Luthor dead and not end up dead yourself?
Tess: You're a pretty pathetic guard dog - loyal to a master that can't even feed himself. Why don't you come and work for me? Hmm? I'll give you more milk-bones than Lex ever did.
Regan: I think I'd rather shovel cow dung.
Tess: Oh, you see, it's not really a choice. Once you discover the Prometheus technology, I want you to bring it to me.
Regan: I'm afraid that... you're gonna be waiting a long, long time.
Tess: Find me the Prometheus technology, or I'll have to take it... by force.
Chloe: Clark, no more superscares, please. I'm this close to a cardiac arrest.
Clark: Why didn't you tell me?
Chloe: So now I'm keeping secrets I didn't know I was keeping.
Clark: Lana. How could you not tell me you spoke to her?
Chloe: Because she asked me not to. I have to respect that.
Clark: Now it looks like your respect may have gotten her kidnapped.
Clark: Chloe, if I'd have known what she was doing, I could have stopped her before she got hurt.
Chloe: I wasn't about to betray her trust, Clark, just like I would never betray yours. You of all people should understand that.
Chloe: Lana, this is all in the past. Lex is out of your life now. Why don't you just put this behind you and move on?
Lana: I am moving on.
Chloe: Really? Because it seems to me like you're not just playing with fire, you're stepping into a raging inferno.
Tess: That’s a ballsy move, sitting in the boss’s chair. Either you have good news for me, or you like to live dangerously close to the edge. (discovers he’s dead) I guess it’s the latter.
Regan: He did have good news for you - the address of the Prometheus lab. Unfortunately, he told me first.
Tess: So working for Lex gives you carte blanche to kill innocent people?
Regan: Innocent? He worked for you, Tess.
Tess: Give a mid-level bureaucrat a little bit of power and it goes straight to his head.
Regan: You're the expert. You know, I actually used to be envious of you. Course, that was before I found out Lex was using you as his eyes and ears.
Tess: I happen to have my own eyes and ears, hidden in the security cameras in this office. Not only did they record your illuminating conversation with my security guard but also his tragic murder.
Regan: Yeah. But, that footage is nothing compared to the memorable moments I saw. Lex was nice enough to let me catch some of your, uh... highlights. I'll make sure a few of them make it into your obituary.
Dr. Grohl: It's too late, you can't destroy the suit without murdering her.
Tess: Lana Lang was born to be a martyr.
Lana: I'm not here to hurt you, Tess. I'm here as your friend.
Tess: My BFF who tears open my safe with her bare hands and burns all of my research. I think that you're stretching the definition of 'friendship' just a little bit.
Lana: I don't want you to make the same mistake I did. I know how much you want to get revenge on Lex and who can blame you? I have felt that exact same rage.
Tess: He didn't implant a microchip into your brain.
Lana: All that anger will lead you down a long tunnel that you will never find your way out of.
Tess: Yeah, that's a really easy position to take when you're clad in an invincible suit.
Lana: I-I didn't put the suit on for protection. I did it so that I could actually do some good in the world. You are an amazing woman, Tess. But, it's hard to see when you're stuck in the dark shadow of an even darker man.
Tess: Why do you think I want Lex gone?
Lana: You may have gotten rid of the microchip... but every second that you're consumed by hate is another second Lex is still in control of you. Don't be a victim anymore.
Lana: Give Lex credit where credit is due. When it comes to all things scientific, he's pulled off the impossible on more than one occasion. Clark, you don't have to protect me anymore. You don't have to worry about me.
Clark: How can you say that, Lana? We have no idea what's gonna happen.
Lana: Exactly. And, that's why it's so important to live in the present. Whatever happened in the past and whatever happens in the future, it doesn't matter.
Clark: It does matter, Lana. It matters if you get hurt.
Lana: I know how much you care about me. You always have. That's why when I came back for Chloe's wedding, I... I didn't think we could be together. Clark... the last thing I wanted was to be some distraction in your life.
Clark: You're not a distraction. You never were.
Lana: I'm not anymore. Clark, nothing can hurt me anymore. You and I are equals now and together, we can help make the world a better place. Unless that's not what you want.
Clark: No, Lana, that's exactly what I want. But, it's a dream, Lana. We both know dreams normally don't come true.
Lana: There's never been anything normal about us.