Originally aired January 31, 2008
Written by Holly Henderson & Don Whitehead
Directed by Todd Slavkin
Still masquerading as Clark, Bizarro tracks down a severely-weakened Brainiac to seek a way to remain as Clark permanently, but Brainiac seizes an opportunity to repair himself. Jor-El frees Clark from captivity so he can defeat Bizarro.
Tropes present in the episode:
- Alas, Poor Villain: Bizarro's death is somewhat sympathetic as he felt betrayed by the woman he fell in love with.
- Antagonistic Offspring: In the final act, Brainiac attacks and kills Dax-Ur, his original designer, to gain the information he needs to repair and upgrade himself.
- The Atoner: Dax-Ur fled to Earth hundreds of years ago because he feared that his creation, Brainiac, had the potential to destroy entire worlds.Dax-Ur: My work led to the creation of the Brain InterActive Construct. I realized much too late that my technology could lead to the destruction of worlds.Clark: So, you came to Earth.Dax-Ur: To clear my conscience.
- Badass Boast: Brainiac gives one to Bizarro after the latter mocks him.Bizarro: Look at yourself. You can barely catch a rat.Brainiac: I am the Brain InterActive Construct. No matter my form, my intellect remains formidable. Do not underestimate me.
- Badass Family: The House of El, according to Dax-Ur.Dax-Ur: [after Clark introduces himself as "Kal-El"] The House of El...you always were survivors.
- Becoming the Mask: Bizarro seems to have undergone this.
- Bed Trick: Bizarro has sex with Lana while impersonating Clark.
- Bookends: The episode opens with Bizarro and Lana sharing a warm and intimate moment in bed together, and ends with an emotionally-distant Clark and Lana silently getting into bed together.
- By the Power of Grayskull!: Dax-Ur's shield is activated by the user holding it and speaking his name aloud.
- Chekhov's Gunman: Dax-Ur, who was previously mentioned in "Fierce," makes an appearance in this episode.
- Come Back to Bed, Honey: When Lana leaves the bed to open the curtains and the sunlight triggers Bizarro's Glamor Failure.Bizarro: [hiding from the sunlight] The sun's got nothing on you. Why don't you close those curtains, come back to bed?.Lana: I guess I could spare a few extra minutes. [closes the curtains and joins him in bed]
- Disappointed in You: Lionel's words to Lex when confronting him about Grant being a clone of the late Julian Luthor.Lionel: You may be his employer, but, uh, you can't claim him as if he were a piece of property. Do you believe you have the right to recycle your dead brother as if he were part of some sick vanity project?Lex: Well, I only did what you never had the guts to do.Lionel: What you've done is depraved. You disgust me!Lex: You're telling me you wouldn't want to see Julian again? To look into the eyes of the son you lost?Lionel: It's you I've lost. It's you I've lost. [leaves]
- Dying Declaration of Love: Bizarro's words to Lana before he explodes.
- Horrible Judgeof Character: Lana never suspects Bizarro isn't the Clark she knows.
- Half-Human Hybrid: Dax-Ur's son Max, who's half-Kryptonian and half-human.
- Although Max is half-Kryptonian, his father was under the Blue Kryptonite at the time of his "beginning," so he is just like a normal human child.
- Interspecies Romance: Dax-Ur, a Kryptonian, married a human woman and had a son with her.
- Intrigued by Humanity: Bizarro becomes this, so much he asks Brainiac to let him be Clark permanently.
- Killed Off for Real: Dax-Ur, Bizarro and Grant.
- Mind Probe: In the final act, Brainiac does this to Dax-Ur to obtain the information he needs to repair himself.
- Modesty Bedsheet: Bizarro and Lana wear one during the intro.
- Not Right in the Bed: Subverted, even after sleeping with him, Lana is not suspicious of Bizarro, even though she knew she and Clark couldn't consummate their relationship under normal circumstances.
- Plot Device: Dax-Ur's shield, which teleports anyone who activates it to its owner's location.
- Power Nullifier: Dax-Ur wears a Blue Kryptonite bracelet to live as a human.
- Remake Cameo: Marc McClure (Dax-Ur) played Jimmy Olsen in the Christopher Reeve Superman movies.
- Skyward Scream: In the final act, Lex lets one out after he receives word that the assassin he hired killed Grant.
- Toplessness from the Back: Lana when she leaves the bed and walks naked to the open the curtains.
- Villainous Crush: Bizarro has one on Lana.
- Xanatos Speed Chess: Brainiac pulls one to track down his creator, Dax-Ur. First, he directs Bizarro to find Dax-Ur; this leads Bizarro to search for Dax-Ur's shield, which leads him to the Fortress, alerting Jor-El to his return and prompting him to free Clark from his icy imprisonment. Clark then goes to LuthorCorp and speaks with Brainiac disguised as Lionel, who tells him how to use the shield. After obtaining the shield from Chloe (who kept it from Bizarro because she correctly suspected that he wasn't Clark), Clark activates it, causing it to emit a beacon that allows Brainiac to later find Dax-Ur.