|Writer||Brian Peterson & Kelly Souders (teleplay), Todd Slavkin and Darren Swimmer (story)|
|Broadcast Date||May 6, 2003|
| Previous Episode: Witness
Next Episode: Calling
After Lana is visited by the ghost of a childhood friend, she turns to Clark for help in uncovering the truth about her new visitor. However, after Clark realizes the little girl is actually a kryptonite-enhanced clone, he rushes to save Lana before the revenge-seeking child harms her. Lex learns that Lionel is funding the krypto-cloning research.
→ see also Category:Screencaps from episode 2x21
Pete, Clark, Lana, and Chloe are at the Talon watching an old horror movie. Pete keeps talking during the movie, and Lana grabs Clark's hand whenever she gets scared. Chloe is upset when she sees Lana wringing Clark's hand. After the show, Lana is cleaning up when the theater suddenly gets dark. An old home movie of Lana and her childhood friend Emily Dinsmore starts playing on the screen. They are about ten years old in the film and are having a tea party. From out of nowhere, Emily is standing in the aisle, still ten years old. Scared, Lana turns to run out and finds Emily suddenly in front of her. Clark arrives and asks Lana what happened, but Emily has disappeared.
Lana is sitting in her bedroom, looking at photos of herself and Emily when they were ten years old. Emily appears again and frightens Lana, who thinks Emily isn't real. She tells Emily that she died six years ago. When Clark enters, Emily is gone, and Lana is convinced she's seen a ghost. Lana takes Clark to a bridge over a river where she and Emily used to play together. According to Lana, Emily slipped off the bridge and drowned. Clark suggests they visit Emily's parents, reasoning that if she really is a ghost, she might be visiting them too.
Clark and Lana find Mr. Dinsmore at his home in Granville. He is not happy to see them, and less happy to hear that they have seen Emily. He leaves abruptly, letting them think they've depressed him by stirring up painful memories of his deceased daughter.
At the Luthor Mansion, Lex is trying to decide which cake to serve at his wedding. Helen isn't there, and it's only three weeks until the wedding. Lionel arrives to give Lex his wedding gift in person, since it's obvious he won't be invited to the wedding. Lex reminds him that he offered Helen $100,000 to leave him, but Lionel claims it was just a test of loyalty. The wedding gift is a Caribbean honeymoon on a private island, but Lex remains doubtful of Lionel's good intentions.
Meanwhile, Clark uses the school computers in the Torch office for research to determine what phenomenon Lana may have observed. When Chloe arrives, Clark explains the situation, but Chloe informs him that Lana has had a difficult life and may simply be imagining things.
Mr. Dinsmore finds Emily outside of their old house in Smallville. She is upset that the bunnies are gone. She asks her daddy to explain why Lana said that she died, but her father is apprehensive and doesn't explain it to her. He urgently tells her to get in the car, but Emily refuses, as she's tired of being locked up. When he tries to instruct her again, she super speeds away and stabs him with a rusted metal pinwheel.
Clark and Pete go to the cemetery to make sure that Emily's body is still buried in her coffin. Emily is also there. When she tries to run away, Clark uses his super speed to keep up with her and realizes that is how she is able to appear from out of nowhere. She gets away, but she leaves her necklace behind. At the Talon, Lana is locking up when Emily arrives and scares her again. By the time Clark enters, Emily is gone. Clark shows Lana the necklace, reassuring her that she's not crazy.
At Smallville Medical Center, Lionel is visiting Mr. Dinsmore. Lex arrives to find out why he's spending so much time in Smallville. Lionel insists he's just trying to be a good father. When Lex goes into Mr. Dinsmore's room, he meets Emily, who is seated near the door. She tells Lex that Lionel took the bunnies away. Lex turns around for a few seconds, and then Emily is gone.
Clark and Lana decide to snoop around Mr. Dinsmore's house, and they find a little girl's room with home movies and talking dolls. They also find Emily's diary, with the most recent entry stating that she and Lana are going to the river tomorrow. Clark x-rays the wall and sees an entrance which leads to a secret cloning laboratory behind the bookshelves. Inside the lab, they find two more clones of Emily, each about ten years old, locked inside glass coffins with monitors and breathing tubes. One of them appears asleep; the other opens her eyes as if she is conscious. Lana accidentally spills some green fluid that makes Clark sick, and they decide to make a hasty exit.
At the Kent Farm, Clark and Lana tell Mr. and Mrs. Kent the story of the clones. Sheriff Adams arrives to report that they went out to look for the lab, but there was nothing there. Clark goes back to the house, only to find the basement filled with ordinary things you would expect to find in a basement. He also finds Emily there, reading her diary. She asks why the sleeping girls look like her. Clark tries to explain, but Emily super speeds away when Lex arrives. Lex explains that Mr. Dinsmore was working on a way to accelerate cell growth. He could incubate a rabbit embryo to adulthood in a matter of days.
Emily finds Lana at the Kent Farm, and wants to go to the river. Lana doesn't want to go, but when Emily runs away, Lana can't help but follow her. Lex visits Mr. Dinsmore and offers to protect Emily. He learns that Emily is very dangerous because she has no moral conscience; no concept of right and wrong. Clark arrives home, but he can't find Lana. Instead, he finds the picture Emily drew of the two of them at the river. At the river, Lana tells Emily how she died. Emily is angry at Lana for not saving her, and she pushes her off the bridge into the river. The current is so strong, it holds Lana under. She loses consciousness, but Clark arrives just in time. He pulls her out and resuscitates her.
At the mansion, Lex confronts Lionel about the Dinsmore project. He accuses him of continuing the Level Three projects, even though the project was thought to be abandoned. Lionel tries to deflect him, but when that fails, he confronts him with the fact that the state has placed the conservatorship of the Kawatche Caves under the control of LuthorCorp. LexCorp had a five year contract, but since there have been some accidents and even deaths, the governor has given control to LuthorCorp.
Jonathan is showing Clark the crib he's made for the new baby when Lana shows up. She takes Clark up to his loft and thanks him for believing in her when she thought she was going crazy.
Lionel tells Pete Dinsmore that he can't work on the Emily Project any longer since he is too emotionally attached. Emily has been relocated to a new lab, and Lionel promises her that he will take good care of her.
- Sheriff Nancy Adams - Camille Mitchell
- Young Lana Lang - Jade Unterman
- Emily Dinsmore - Jodelle Ferland
- Pete Dinsmore - Neil Flynn
- Wedding Planner - Ingrid Torrance
- "I'm With You" - Avril Lavigne
- To accelerate means to increase the speed of an object.
- The title refers to Emily Dinsmore's ability to move at super speeds.
- The title also refers to Pete Dinsmore's research to speed up the aging process.
- Antagonist: Emily Dinsmore
- Clark uses the following abilities in this episode: super speed and X-ray vision.
- Emily Dinsmore is the first known character with super speed, aside from Clark.
- Emily shares some Clark time with Clark when they are both traveling at super speed.
- The movie that Pete, Clark, Lana, and Chloe are watching at the Talon is House on Haunted Hill from 1959.
- Evangeline Lilly makes her fourth of five appearances on Smallville as a mute extra here. She had previously appeared in Kinetic, Visage, and Rosetta; she'll make her final appearance in Delete. She can be seen in the opening movie theater scene, sitting behind Clark and Lana, wearing a bright yellow shirt. She's best known for playing Kate Austin on Lost.
- The location that was scouted for the river scene, where Emily Dinsmore pushes Lana off a bridge and into a river, became problematic on the first day of shooting. The river had become too dangerous to shoot the water scenes, so they simply tied Kreuk to a safety line and had Jodelle Micah Ferland (Emily) push her over the edge, but without her actually going into the water. They moved the set to a sound stage where they filmed Kreuk's remaining scenes—where Tom Welling dives into the river to save her—in a water tank.
- Emily Dinsmore's fate is revealed in the next season in the episode Forsaken.
- While Lana talks to Clark in his loft, she worries one day, he'll see she's not the perfect picture he created of her and that she'll disappoint him. This comes true in Season Seven's Wrath.
- This episode marks the 8th appearance of Clark's red jacket/blue shirt outfit.
- Chloe is still distant from Clark due to their fight in Witness.
- When Clark and Lana are on the bridge for the first time Clark places his hand on Lana's shoulder just the same as he will place his hand on Lois' shoulder in Charade, and later it will help Lois to recognize true Blur in Salvation.
- Lex refers to the seven deadly sins, which were a preaching device of the middle ages. They are lust, gluttony, greed, sloth, wrath, envy, and pride. They are opposed by the seven virtues: chastity, temperance, charity, diligence, forgiveness, kindness, and humility. 
- Lana: Emily always believed in ghosts. Whenever a candle flickered or a curtain rustled, she'd insist it was my mom trying to talk to me. As much as I wanted to believe her, I always knew it was make believe.
- Caterer: Mr. Luthor, I would think quick decision making would be your forte.
- Lex: That's why I made the quick decision to put Helen in charge of the wedding.
- Chloe: (to Clark about Lana) I mean, you don't hear her crying in her room at three o'clock in the morning. What you see is just a mask.
- Lex: You offered the woman I love a hundred thousand dollars to leave me.
- Lionel: I did you a favor, Lex. That was the ultimate test of loyalty and she passed with flying colors. You should be thanking me.
- Lex: Thanking you?
- Lionel: Mm.
- Lex: Well, my thank you note must be lost in the mail along with your [wedding] invitation.
- Pete: Clark, couldn't the bone yard visit have waited till after the rain stopped?
- Pete: (to Clark) Well, if this Emily girl really is a ghost, I really don't think she'd appreciate you scoping out her coffin.
- Clark: I'm trying to help Lana.
- Chloe: (angrily) Of course you are. What are you saving her from today?
- Clark: She's being haunted by a girl who died six years ago.
- Chloe: Okay, I'm piqued. Go on.
- Lionel: I like to think that I treat everyone at LuthorCorp as part of the family.
- Lex: Well, that would explain the lack of loyalty.
- Emily: (to Lionel) I don't like you.
- Lex: I think our daddies are friends, mine was just in here.
- Emily: He's a bad man.
- Lex: Did he do something to your daddy?
- Emily: He took the bunnies away.
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