1. Previously on "Smallville..."
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2. Metamorphosis
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3. Sweetheart,
we can't keep him.
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4. What are we going
to tell people —
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5. we found him
out in a field?
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6. We didn't find him.
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7. He found us.
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8. What are you trying
to tell me, dad —
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9. that I'm
from another planet?
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10. Clark Kent can't get
within 5 feet
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11. of Lana Lang without turning
into a total freak show.
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12. Who's the maniac
who was driving that car?
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13. That would be me —
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14. Lex Luthor.
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15. I didn'tive in
after Lex's car.
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16. It hit me
at 60 miles an hour.
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17. Does that sound normal
to you?
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18. I'd give anything
to be normal.
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19. I call it
"The Wall of Weird."
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20. It's every strange, bizarre,
and unexplained event
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21. that's happened in Smallville
since the meteor shower.
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22. That's when it all began —
when the town went schizo.
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23. What's going on
with you and Lana?
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24. Congratulations, Clark.
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25. You're this year's
scarecrow.
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26. Who did this to you?
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27. Doesn't matter.
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28. ♫ "Everything" ♫ by Lifehouse
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29. Thanks for the dance, Lana.
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30. Is this what you do
with your time now, Greg?
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31. Where did you get those?
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32. Where do you think?
In that hole you call a room.
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33. You had no right
to go in there.
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34. Oh, you've got a lot of nerve
talking to me about privacy.
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35. I am in the Garden Club
with Lana's aunt.
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36. How am I going to face Nell
knowing that my own son
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37. is creeping around
videotaping her niece?
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38. Is that
where you were tonight?
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39. No.
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40. I was out collecting.
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41. Two disgusting habits.
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42. Insects aren't disgusting, mom.
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43. Look what has become
of you, Greg.
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44. This isn't you.
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45. People change.
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46. Really?
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47. Monday morning, I am phoning
Claremont Military Academy.
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48. Yeah, right, mom.
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49. No, Greg, I've had it
with your behavior.
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50. This time,
I'm making the call.
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51. Hey, who's going
to take care of my bugs?
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52. Don't worry, guys.
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53. I'm going to take you
somewhere safe.
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54. ♫ "Last Resort" ♫
by Papa Roach
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55. Oh, no!
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56. No, don't do that!
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57. No!
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58. Aah!
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59. Aah!
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60. Greg?
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61. Greg, where have you been?
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62. Greg!
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63. Are you in there?
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64. it's all your fault, Clark.
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65. Clark?
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66. Clark, we're leaving
for the Farmers' Market
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67. in 15 minutes, and you haven't
done your chores yet.
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68. ♫ "Island In The Sun" ♫
by Weezer
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69. Let's sit this
in the corner...
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70. Okay.
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71. Um, just 'cause
it's cute.
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72. Now, look, I think
the purple plums between...
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73. That looks good.
I like that.
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74. I like that.
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75. Yeah, and it incorporates —
it's good, the color.
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76. All hail the Homecoming King
and Queen.
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77. Clark.
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78. I didn't see you
at the dance last night.
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79. Oh, I was...
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80. I was a little tied up.
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81. Hey, congratulations.
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82. That was one heck
of a game.
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83. I haven't seen an offense that
good since I played.
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84. Thank you, Mr. Kent.
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85. I'm going
to get the rest of the boxes
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86. out of the truck.
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87. I'll help.
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88. Lana.
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89. Thank you.
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90. Kent.
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91. You realize last night
was just a joke, right?
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92. Hey.
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93. I need
that necklace back.
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94. I don't have it.
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95. Look, it's Lana's favorite,
so...
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96. So then you better go out
to that cornfield and find it.
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97. Beautiful, isn't it?
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98. Greg.
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99. Hey, I didn't recognize you
without your glasses.
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100. Did you know
the average butterfly
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101. only lives
for eight hours?
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102. Live fast, die young.
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103. They're the rock stars
of the insect world.
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104. Hey, Lana, I was wondering
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105. if you could help me
with my lit paper.
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106. Nathaniel West assignment
giving you brain freeze?
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107. Yeah, it's kicking my ass.
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108. Sure, okay.
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109. Great. How about my house
after school?
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110. Library might be easier.
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111. It's a date.
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112. Lana, your aunt's
looking for you.
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113. Hey, bug boy,
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114. do me a favor and quit
tailing my girlfriend.
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115. You afraid of a little
competition, Whitney?
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116. We're not
in competition, Greg,
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117. but if I find out
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118. you've been leaving butterflies
in my girlfriend's bedroom,
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119. you'll know about it.
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120. Yeah, well,
just remember —
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121. sometimes
you're the windshield...
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122. And sometimes
you're the bug.
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123. Can't knock
your taste in women.
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124. You want to tell me
what happened last night?
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125. It was
just a stupid prank.
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126. You were tied to a stake
in the middle of a field.
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127. Even the Romans saved that
for special occasions.
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128. You could have died
out there.
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129. I appreciate your help.
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130. I just want to forget
it ever happened.
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131. Hey, Clark, what is
the holdup, son?
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132. Mr. Kent,
it's good to see you.
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133. Lex.
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134. Come on. We got
to finish up.
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135. Okay, dad.
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136. At least I got
a handshake this time.
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137. ♫ "I Do" ♫
by Better Than Ezra
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138. Oh, my God.
Jonathan.
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139. Clark!
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140. Clark!
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141. Clark!
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142. Clark!
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143. Clark!
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144. Clark!
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145. Clark.
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146. Clark!
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147. Clark.
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148. Whitney's going to be
all right.
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149. He's got a couple
of cuts and bruises,
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150. but nothing serious.
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151. Does he remember anything?
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152. No. Just that something
smashed his truck,
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153. and he woke up
in the ambulance.
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154. You need to talk to mom.
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155. I think I really
freaked her out this time.
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156. You also made her
really proud, Clark.
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157. Da something else happened
to me this morning.
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158. When I woke up,
I was... Kind of floating.
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159. Floating.
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160. As soon as I woke up,
I crashed.
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161. I mean, dad,
what's happening to me?
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162. I honestly don't know.
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163. As soon as you start breaking
the law of gravity,
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164. we're definitely
in uncharted territory.
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165. I just wish it would stop.
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166. Look, Clark,
I'm your father.
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167. I'm supposed to have
all the answers.
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168. That kills me that I don't,
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169. but you gotta have faith
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170. that we'll figure
this thing out together.
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171. I do, but this is happening
to me, and I'm scared.
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172. ♫ "Underdog ♫
by Turin Brakes
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173. Your form's good,
but his gait's off.
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174. You might want to check
your shoes.
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175. Lex Luthor.
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176. I'm a friend
of your aunt's.
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177. Sneaking up like that,
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178. you're lucky
you didn't get kicked.
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179. You must be Lana.
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180. It's a pleasure
to finally meet you.
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181. We've already met.
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182. I seriously doubt
I'd forget meeting you.
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183. You were a little preoccupied
at the time.
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184. I get the feeling
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185. I didn't make
a great first impression.
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186. When I was 10,
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187. I went to Metropolis
for a riding competition.
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188. Your father invited us
to stay over.
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189. My aunt said
you had an indoor pool,
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190. when I went to check it out,
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191. and I found you and a girl
skinny-dipping.
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192. I think you were teaching her
the breast stroke.
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193. That was you?
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194. Wow.
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195. You're all grown up now.
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196. Very impressive.
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197. It's tacky,
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198. but it makes my aunt
happy.
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199. That's an unusual necklace.
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200. Thanks.
It's very special to me.
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201. How come
you're not wearing it?
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202. I lent it
to my boyfriend.
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203. Lucky guy.
What's his name?
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204. Whitney Fordman.
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205. The kid
that Kent saved today?
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206. Just came back
from seeing him.
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207. He's lucky
Clark was there.
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208. I know the feeling.
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209. Kind of makes you wonder if
you're with the right guy.
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210. One chucks footballs,
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211. the other helps
save lives.
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212. For someone who just moved
into town,
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213. you've got
a lot of opinions.
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214. You just seem
more interesting than that.
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215. While you're nursing
your boyfriend back to health,
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216. ask him what he was doing
before the big game.
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217. He was with me.
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218. Are you sure?
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219. Tell your aunt I stopped by.
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220. Greg?
What's going on here?
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221. Greg?
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222. I have had —
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223. what the hell
has gotten into you?
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224. About 2 million years
of intelligence and instinct.
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225. You stop this.
Stop this right now.
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226. I can't.
See, it's too late.
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227. Nature's already taken
its course.
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228. First I'll eat,
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229. then I'll molt,
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230. and then I'll mate.
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231. You need help.
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232. Hey, mom,
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233. did I everell you
about the pharaoh spider?
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234. It's a fascinating creature.
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235. See, after it hatches,
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236. it kills its mother.
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237. Aah!
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238. Save any lives
on your way over?
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239. You keep it up,
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240. and you can make a career
out of it.
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241. I was just dropping off
your produce.
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242. Sorry my parents
gave you a hard time.
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243. Aw, if push came to shove,
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244. I would have
arm-wrestled them for it.
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245. Planning an invasion?
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246. My father gave this to me
when I was 9.
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247. Cool gift.
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248. Wasn't a gift.
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249. It was a strategy tool.
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250. My father equates business
with war.
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251. Take the battle of Troy.
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252. It started because two men
were in love
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253. with the same woman —
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254. kind of like you
and the quarterback.
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255. That's why he strung you up
in that field, isn't it?
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256. If we're at war,
Whitney's pretty much won.
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257. You lost one battle, Clark.
That's all.
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258. Besides, I don't believe
Lana's as infatuated
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259. as you think.
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260. The guy's Captain
of the football team.
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261. The whole town
treats him like a God.
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262. Game over.
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263. If you hadn't pulled him
out of that truck,
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264. your problems
would be solved.
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265. I'm kidding, of course.
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266. Don't worry, Clark.
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267. I've got your Trojan Horse.
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268. Clark, you okay?
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269. Yeah, I'm fine.
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270. Uh, that's a cool box.
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271. What's it made of?
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272. Lead.
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273. My mother bought it
in a casbah in Morocco.
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274. A little guy told her
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275. it was made from the armor
of St. George,
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276. the patron Saint
of Boy Scouts.
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277. She gave it to me
before she died.
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278. I think she was trying
to send me a message.
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279. I can't take that.
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280. What is it
about Kents and gifts?
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281. It's yours.
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282. Hand it to Lana,
tell her what happened.
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283. Trust me.
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284. Once she opens it,
you'll win her heart.
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285. That necklace gives you
the power, Clark.
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286. All you've got to do
is use it.
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287. Where were you
before the game on Saturday?
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288. Can we talk
about this later?
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289. It's a simple question,
Whitney.
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290. I was warming up.
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291. So you didn't grab Clark
and hang him up in a field?
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292. Lana, it was just a prank.
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293. Could I please
have my necklace back?
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294. I lost it.
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295. Were you planning
on telling me,
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296. or was that a prank, too?
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297. Lana, hey.
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298. I thought you'd forgotten.
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299. I've been waiting
for, like, an hour.
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300. You remember —
the English paper?
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301. Sorry, Greg. Something
really important came up.
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302. Can we do it
some other time?
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303. Hey.
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304. Are you blowing me off
for your boyfriend?
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305. I'm not blowing you off.
I need to see Clark.
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306. Kent?
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307. So you'd rather
spend time with him?
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308. Is he more important
than me?
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309. Greg, I can't talk
about this right now.
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310. I have to go.
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311. Lana.
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312. Your mom said
I could wait up here.
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313. Hope you don't mind.
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314. This is an amazing place.
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315. My dad built it.
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316. Calls it
my Fortress of Solitude.
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317. Didn't know
you were into astronomy.
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318. Th-that's a hobby.
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319. Did you know you can see
my house from here?
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320. No. Really?
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321. You know, we've lived
a mile apart our whole lives,
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322. and you've never come over.
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323. And you're wondering
what I'm doing here now.
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324. Not that I don't enjoy
the company,
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325. but, yes, I was.
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326. I found out
about what Whitney did to you,
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327. the whole scarecrow thing,
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328. and I came to apologize.
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329. It's not your fault.
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330. Just forget about it.
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331. I can't. He had no right
to do that to you,
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332. and — and you turn around
and save his life.
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333. I appreciate
you coming over here,
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334. but you're not the one
who should be apologizing.
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335. I didn't come here
to defend him.
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336. I came here to see you.
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337. Who told you?
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338. Lex Luthor.
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339. Dropped some bread crumbs,
and I followed the trail.
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340. I'm glad he did, Clark.
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341. He was just being
a good friend.
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342. You're lucky. It's rare.
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343. Oh, Lex is definitely
one of a kind.
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344. What are you gonna do?
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345. I'm not sure.
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346. I thought I knew Whitney.
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347. Now I wonder what else
I've been blind to in my life.
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348. He even lost
my favorite necklace.
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349. Can't you get it replaced?
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350. Sounds kind of weird,
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351. but it's made from a fragment
of the meteor
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352. that killed my parents.
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353. Nell had it made,
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354. gave it to me the day
she officially adopted me,
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355. told me that life
is about change.
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356. Sometimes it's painful,
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357. sometimes it's beautiful,
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358. but most of the time
it's both.
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359. I better go.
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360. I'm glad you're okay, Clark.
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361. Need a hand, dad?
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362. That's the best idea
I've heard all night.
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363. Clark!
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364. Hey, Clark.
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365. What happened?
Are you all right?
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366. There's someone
in the rafters.
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367. Hey!
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368. Dad!
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369. What the hell
just happened?
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370. I never saw anybody move like that.
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371. Did you get a look
at his face?
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372. It came right off
the ceiling at me.
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373. It was almost as if he —
wasn't entirely human?
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374. I saw his face.
I think it was Greg Arkin.
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375. That's a name I haven't heard
in a long time.
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376. You and Pete used to hang out
with him in grade school.
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377. Why would he want
to hurt you?
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378. I don't know.
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379. Are you still friends?
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380. I pass him in the halls,
but people change.
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381. I remember his mother used to
keep him on a short leash,
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382. but I can't believe
he'd hurt a fly.
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383. Maybe that's because
he was too busy collecting them
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384. and every other bug
he could get his hands on.
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385. Clark, kids just don't leap off
the ceiling and attack people.
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386. How do you explain that?
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387. I don't know.
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388. Seems kinda out there.
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389. This coming from the man
who's been hiding a spaceship
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390. in his storm cellar
for the last 12 years.
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391. It's not that I don't want
to believe you, Clark.
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392. It's just —
I'm having trouble
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393. getting my head
around this one.
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394. Dad, you ever wonder why
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395. all these weird things happen
in Smallville?
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396. Every town has its share
of tall tales.
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397. Except here
they're all true.
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398. Chloe showed me this wall.
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399. It's covered with all these
articles she collected
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400. about all the weird stuff
that's happened in Smallville
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401. since the meteor shower.
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402. It's all my fault.
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403. Look, Clark, if you're talking
about 50-pound tomatoes
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404. and 2-headed calves,
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405. then I got a better explanation
for you —
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406. Luthor Corp.
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407. I mean, God only knows
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408. what that fertilizer plant's
been pumping out
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409. over the last 12 years.
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410. Luthor Corp.
didn't kill Lana's parents.
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411. Neither did you, son.
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412. You can't blame yourself
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413. for something
you had no control over.
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414. Dad, I know.
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415. I still feel responsible.
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416. What happened
to Lana's parents
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417. was a terrible tragedy,
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418. but no matter how many
extraordinary gifts you have,
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419. you will never
be able to change that.
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420. Then how do I make
this feeling go away?
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421. You can't,
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422. but that's
what makes you human.
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423. Chloe.
Hey.
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424. Is Greg Arkin still the science
reporter for the "Torch"?
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425. Well, if your definition
of a reporter
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426. is someone who actually
turns in articles,
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427. then no. Greg hasn't shown
his face in the office
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428. for, like, a week.
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429. I've got to find him.
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430. What's the sudden
interest in Greg?
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431. You coming out of
the entomology closet?
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432. It's nothing. I'll catch up
with you later.
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433. I hate it
when you do that.
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434. Do what?
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435. Just shut me out. It's, like,
one minute you're here,
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436. and then the next,
you're gone.
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437. Clark, you're not outgrowing me
as a friend, are you?
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438. Chloe, I could never
outgrow you...
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439. Other than vertically.
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440. It's amazing how far
that Kent charm will get you.
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441. Now, what's up
with Greg?
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442. I found an article
about Amazonian tribesmen
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443. who took on the traits
of the insects
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444. they'd been bitten by,
but nothing as extreme
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445. as what you're talking about.
Did you have any luck?
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446. Only that Greg didn't move
to Smallville
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447. until after
the meteor shower,
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448. so he couldn't have been
exposed to the blast.
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449. Yeah, but his bugs
could've been.
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450. Think about it, Clark.
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451. Pieces of that meteor
are still buried
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452. all over Smallville.
The whole habitat's infected.
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453. So when boy catches bugs
and bugs bite boy,
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454. you end up with bug boy.
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455. Look, Chloe, you can't even
walk out your door
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456. in the summertime without
being bitten by a mosquito.
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457. Well, why don't we have
a whole town of bug people?
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458. Uh, because you need
a certain level of toxins
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459. to cause a mutation.
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460. Those Amazonian tribesmen
were all attacked by swarms.
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461. Well, Greg did keep tanks
of bugs in his room.
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462. Maybe they got sick
of the view
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463. and staged a revolt.
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464. Well, according to this,
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465. bugs have
a very short lifecycle.
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466. So, if he really has
gone Kafka,
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467. let's hope he isn't
in the mating phase.
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468. It doesn't look like
anyone's home.
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469. The place is a mess.
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470. Remember what a neat freak
Greg's mom was?
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471. Yeah, she used to make us
take off our shoes.
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472. One time I forgot,
and she yelled at me.
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473. Is that what
broke up the friendship?
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474. After seventh grade,
Greg's parents got divorced,
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475. and he just stopped calling
after that.
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476. Which sucked, because he had
a killer tree fort
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477. his dad built in the woods.
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478. It was okay.
Clark never liked it.
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479. He used to get dizzy
just walking over there.
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480. How come?
He was afraid of heights.
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481. I didn't believe it was
structurally sound.
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482. You guys, come here.
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483. Aw, man,
that's disgusting.
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484. What is it?
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485. I think it's skin.
He must be molting.
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486. You guys
better come in here!
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487. Guys?
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488. Oh, man.
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489. Looks like you're not
the only one in Smallville
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490. with the hots for Lana.
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491. I think Greg's found
his mate.
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492. Clark, what do you see?
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493. I'm not sure.
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494. Clark, be careful.
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495. I don't like this.
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496. Lana.
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497. Your aunt said
you were out here.
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498. How you feeling?
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499. Better. That's not why
I'm here, though.
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500. Lana, when I saw you
and Clark
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501. outside your house
that night,
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502. I freaked out.
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503. What did you think
we were doing?
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504. I guess I got scared
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505. and did something stupid.
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506. I would do anything
to take that back.
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507. It's too late, Whitney.
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508. She's mine now.
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509. Greg?
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510. Get away from her.
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511. Greg, what's going on?
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512. It's time.
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513. Time for what?
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514. For us.
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515. Lana!
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516. Lana!
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517. Greg's got her.
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518. What happened?
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519. I'm not sure. Greg threw me
against the wall
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520. like it was nothing,
then grabbed Lana.
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521. I've never seen somebody
that strong before.
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522. Which way did he go?
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523. He headed off
into the woods.
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524. I think I know where he's going.
Great. I'll drive.
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525. You know that old foundry
off of Route 6,
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526. the one that got hit
with the meteor shower?
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527. Follow the dirt track.
About 100 yards back,
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528. there's a tree fort
in the woods.
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529. How do you know
he's there?
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530. Greg used to collect bugs
there when we were kids.
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531. Look, Kent,
I want to apologize.
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532. Get away from her.
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533. Greg, I know
what's happened to you.
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534. Well, then you know
that I've been freed.
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535. No, you haven't.
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536. You're a slave
to your instincts.
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537. I have no rules, Clark.
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538. I eat what I want,
I go where I want,
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539. and I take what I want.
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540. You're not taking her.
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541. Well, then try
and stop me.
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542. You're not the only one
who's changed.
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543. You haven't changed
at all, Clark.
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544. You still get sick
around this place,
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545. just like
when we were kids.
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546. Hey, Clark!
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547. Did you know the Buffalo ant
can lift 30 times
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548. its own body weight?
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549. It's lined with lead.
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550. Give it up, Clark.
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551. You can't fight
natural law!
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552. Only the strong survive.
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553. Did you really think
you could hide from me?
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554. Greg, watch out!
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555. Hey.
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556. It's okay, it's okay,
it's me.
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557. Whitney...
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558. You're safe.
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559. You're safe. Come on.
Come on.
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560. ♫ "Wherever You Will Go" ♫
by The Calling
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