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|Broadcast Date||December 3, 2010|
| Previous Episode: Patriot
Next Episode: Icarus
Tess acquires a Kryptonian box that once belonged to Lionel. When Clark accidentally activates the box, he's transported to a parallel universe where Lionel found Clark in the cornfield instead of the Kents 21 years ago. In this universe, Clark Luthor is a murderer and Lois is engaged to Oliver. Clark Kent must be careful not to tip off Lionel that he's not his son while trying to figure out how to get back to Earth where the monster "Clark Luthor" was transported in his place.
→ see also Category:Screencaps from episode 10x10
The alternative universe (Earth-2) is shown in green.
Tess Mercer receives a package from a Luthor lawyer that was to be given to Lionel Luthor's heir, who is now known to be Tess. Opening the package, she sees that it is a Kryptonian artifact. She then takes a phone call from Clark who tells her to meet him at Cadmus Labs. She puts the Kryptonian artifact in her purse and leaves.At Cadmus Labs, Clark reveals to Tess that there is a Lex clone unaccounted for. When they discover a lead-lined room, Clark deduces that the Lex clone is in there. Tess tries to convince Clark to give this Lex a second chance, but Clark says that Luthor blood is poison, which puts a dejected look on Tess' face. When Clark and Tess walk into the messy room, they see a small bed and the crest of the House of El scratched on the walls. Clark notices a book on the desk, and finds a note addressed to Tess from "Lex" saying that he's "all grown up." Clark Confronts Tess about hiding the clone, and says that she has betrayed his and Oliver's trust. While Tess tries to explain, Clark notices the Kryptonian artifact in her purse and, as he questions her on why she has it, Clark unintentionally activates the mirror box and is immediately transported to an alternate reality.
Clark Kent wakes up in bed with two women and gets up to put on a black shirt from the dresser. When he looks in the mirror, he notices a symbol on the shirt, which is not his own. He is further surprised when a very much alive Lionel Luthor walks in and admonishes him to get dressed, referring to him as "son", saying he is a Luthor and should act like one. Clark K. tries to figure out exactly what is going on, and conjectures that he is in an altered timeline, as Lionel reminds him that he found him in the cornfield, raised him, and the two of them built his empire. Clark K. doesn't want Lionel to figure out that he is not the son he knows, so decides to play along.
Clark Kent goes to his loft in the barn and discovers Tess waiting for him, whereupon she starts to undress and kiss him. Clark K. is confused and resists, and when Tess says "Don't worry, father will never find us here", Clark K. is very surprised at the revelation that she is a Luthor. Clark K. reveals to Tess that he is not who she thinks he is, and when she discovers that a scar he had is gone, she realizes he has used the mirror box and gets mad at Clark Luthor for lying to her. Clark K. asks Tess what is going on, and Tess reveals that he is in a darker, alternate universe, and that Clark Kent's earth is about to get a huge awakening.Clark Kent is walking outside the Daily Planet, which is called Luthorcorp Media, when Lois Lane hits him with her car. She gets out of the car, and is worried that Clark will fire her for this. Oliver steps in, and Clark K. discovers that they are engaged, so he tells Oliver he is lucky to have her. After Lois and Oliver leave, he hears an alarm go off, and finds a thief stealing merchandise. He pursues the thief and catches him. The thief is deathly afraid of Clark, and when Clark K. asks why, the thief says that no one sees Ultraman's face and lives to tell about it.
Meanwhile back on Earth, Clark Luthor approaches Tess in her office at the Daily Planet, believing her to be Tess from the Alternate Universe. He kisses her, and Tess at first resists, but then goes along after realizing that something is wrong. Her suspicions are confirmed when she sees a scar that the AU Lex Luthor gave Clark L. using gold kryptonite. Clark L. rejoices in the fact that Lionel is not in this universe and has been dead for years. Clark L. then says that he is surprised that she is there with him, and asks her where the mirror box is so he can destroy it and prevent the chance of him going back. Tess tells him to meet her at the mansion and she will have it there.
Tess calls Lois using the cell phone of a man standing behind Lois at the news vendor's kiosk. She tells Lois to get to Watchtower right away. When Lois arrives, she discovers Tess frantically searching for the other team members, but having no success. She tells Lois that Watchtower is the safest place for her right now, to be protected from Clark Luthor. But Clark L. finds them in Watchtower. Lois thinks that red kryptonite is the cause of his strange behavior. He grabs Lois and throws her violently across the room and demands that Tess give him the mirror box or else he will kill her.
Tess is looking for something in Lionel's office. Lionel catches her and finds what she was after - a drawing of the mirror box. Lionel and Tess have a heated argument about how she is a disappointment. Tess slaps Lionel after he calls her a half-bred tramp, and Lionel calls security. Before security takes her away, she asks why he treated Clark better than her, to which he replies that she was never special enough. She then tells Lionel that Clark will eventually betray and kill him.
Clark Kent goes to the Fortress to try and get help from Jor-El, but finds Lionel there looking over machines that are set up in the Fortress to silence Jor-El. Lionel mentions to Clark K. that he saw Tess and asks why they were both after the mirror box. Clark K. lies and tells Lionel he wants it so he can destroy it. Lionel tells him that Oliver Queen has it, and Clark K. goes after it. Lionel starts to believe that Clark is going to betray him.
In order to get the box from Oliver, Clark Kent kidnaps Lois at their engagement party and offers to trade her for the box. While Clark K. has Lois he tries to convince her that he isn't the Clark she thinks he is and tells her personal information that he knows about her. She seems to believe it and he leaves her, promising that he will never let anything like this happen to his relationship with his Lois.
Clark Kent then meets Oliver, who tells Clark K. that Lois is now safe, but he has no idea what box he is talking about. Oliver reveals that he is hated by many because he takes land away from farmers and searches them for meteor rock. He then exposes Clark K. to kryptonite and is about to kill him, when Lionel hits him over the head and reveals that he had the mirror box the entire time. Then instead of helping Clark, Lionel says that he has failed him as a father and that if he was a true Luthor, he would have killed Lionel by now and Lionel blames himself. Lionel starts to beat Clark K. with his belt as he rants about how only the strong survive and how he will be the strongest in this earth or any other. At this point, Oliver realizes that Clark is the "good one" and turns off the kryptonite. Clark Kent tells Oliver to turn on the kryptonite again when Clark Luthor returns and assures Oliver that in the other world, they do save the world together. Clark K. grabs the mirror box and activates it, while in the background, Lionel runs towards him.
When the switch is done, Tess, Oliver and Lois are standing over Clark Kent about to fire their kryptonite weapons. Clark K. tries to tell them that it's him. He turns to Lois, who looks him in the eyes and realizes that it really is him and embraces him, relieved.
Later, Clark Kent meets Lois at the hospital. She has a broken arm and he gives her flowers as a sort of apology for what had happened, but she doesn’t blame him at all.
Clark Kent then meets Tess at the mansion and apologizes for what he said about Luthor blood being poison. He realizes that it's not blood that makes the Luthors bad, but how Lionel raised them. Tess tells Clark K. that she is upset with Lionel for giving her up. Clark K. tells her that she was lucky enough not to be raised by Lionel. Tess admits that the reason why she didn't tell him about the Lex clone was because she didn't want anyone to take away the only real family she’s ever had and that the Lex clone fooled her. She worriedly admits that he is just as smart as Lex if not smarter. She tells Clark K. that he won't be found until he wants to be. Clark K. tells Tess that when he does come out, they will face him together, and reassures her that she will never be alone again.
Meanwhile in Metropolis at a news stand, "Lionel" is buying a newspaper. The vendor says he looks familiar and Lionel responds by saying he just came in from out of town for an unexpected visit and that it looks like he got there in the nick of time. While looking at the camera (and breaking the fourth wall) he adds that he wouldn't want to miss how it all turns out (alluding the show's season finale). Then he walks away into a crowd.
- Tom Welling as Clark Kent
- Erica Durance as Lois Lane
- Cassidy Freeman as Tess Mercer
- Justin Hartley as Oliver Queen
- Lionel Luthor (Earth-2) - John Glover
- Clark Luthor - Tom Welling
- Lois Lane (Earth-2) - Erica Durance
- Newspaper Stand Worker - Joe Maffei
- Luthor Lawyer - Linda Ko
- Reporter - Lini Evans
- Thief - Ilan Srulovicz
- Coffee Shop Employee - Peter New
- Coffee Shop Customer - Jesse Wheeler
- The title makes a reference to the Luthor family.
- There are three Luthors in this episode:
- In this episode, Clark Kent learns that Tess is Lionel's daughter.
- Antagonist: Clark Luthor and Lionel Luthor.
- This is the first time since Season One's finale Tempest that John Glover has been dubbed as a special guest star.
- This is also the first episode that Lionel Luthor doesn't share scenes with Lex Luthor.
- Justin Hartley portrays Oliver Queen of Earth-2. The other Oliver is briefly seen in the fight against Clark Luthor.
- This is the second episode where Clark has been transported to an alternate universe: the first was Apocalypse. This is the fourth episode in the series that has featured an alternate world: the first was Lexmas, the second was Labyrinth, and the third was Apocalypse.
- Tess is in a relationship with Clark in the alternate reality.
- Lionel appears to be right-handed in this episode. However, John Glover is naturally left-handed and has portrayed the character as such.
- The Luthor family crest once again appears with the Veritas insignia on it.
- Seemingly Lionel owns the "Mona Lisa" by Leonardo da Vinci, although in the promo trailer, the famous painting appeared backwards.
- Clark's name was given to him by Jonathan and Martha as it was the maiden name of Martha Kent (Martha Clark Kent). However there is no explanation as to why Lionel named him Clark Luthor and not kept in line with the "LL" motif that has gone on with most of the Luthor family members (e.g. Lachlan Luthor, Lionel Luthor, Lex Luthor, Lucas Luthor, and Lutessa Lena Luthor). It would've made sense to name him Julian (the name Lionel planned to give his third son) or Kal.
- This is the second time that Tess and Lionel have interaction between each other on screen. The first occurred in Abandoned, although in that scene neither Lionel nor Tess spoke to each other.
- In Ultraman's universe the color is monochromatic while in Superman's universe it's bright and colorful. This is symbolic of them being light and dark reflections of one another.
- Clark Luthor (Ultraman) is seen going through the air outside of Watchtower's stained glass window, but it's unclear if Clark Luthor was flying or super leaping. However, it is later confirmed in Ultraman's second appearance that he can in fact fly, alluding that this was a genuine flight.
- This episode marks the first reference to "Gold K", presumably "gold kryptonite". Clark L. has a scar on his arm in the shape of an L, and hints that it was caused by Gold K.
- Clark Kent convinces Earth 2's Lois Lane that he isn't the evil doppelganger from her universe by telling her all the character traits of her personality that he is attracted to and is in love with in his Lois. These are the very same attributes Superman truly does love Lois for in the comics and the mythology.
- When Tess is trying to summon the League, Bart's picture can be seen on the screen in the background.
- Lionel gives Clark a Blue kryptonite sword to spar with.
- Lois asks Clark "if he's having a red kryptonite episode" an inside-joke referencing episodes that circle around red kryptonite as the antagonist such as Red, Rush, Exodus, Exile, Phoenix, Unsafe, Crimson, and Upgrade.
- This episode marks a huge step in the changing nature of the relationship between Clark and Tess, which first began in Isis, when Clark and Oliver began trusting her enough to let her run Watchtower and join their team, and continued in Abandoned, when Clark Kent decided to help Tess investigate her past. In the previous seasons, Clark K. had always treated Tess as either an adversary or an untrustworthy ally. In this episode they both seemed to have move passed this, as she and Clark Kent share a tender scene where he sincerely apologized to her and makes it clear that he sees her as a friend and that he won't abandon her. Previously, he had never apologized to her in the past onscreen despite having physically injured her in the past.
- No mention is made of Davis Bloome being found by Lionel, which happened in the Earth 1 universe of Eternal.
- Joe Maffei appears as the Newspaper Stand Owner/Coffee Cart Owner at the end of the episode when he sells the alternative Lionel Luthor a copy of the Daily Planet. He has previously been seen in Infamous from Season Eight and Warrior and Sacrifice in Season Nine.
- Lionel Luthor refers to Clark Luthor as "a God among men", a phrase that was in the message in Baby Kal-El's ship.
- The parallel universe displays an opposite effect to Clark and Lionel's relationship. In Earth-1, Clark Kent unknowingly saves Lionel from his liver cancer, and transformed him into a man who wished to ascend past his evil deeds. In Earth-2, Lionel's "fatherly influence" knowingly destroys the good in Clark Luthor and he descends into becoming the most dangerous murderer on planet Earth.
- When Clark Kent transported back to his earth Oliver was in Watchtower fighting Clark Luthor with Lois and Tess however, he was not there when Ultraman started his attack.
- Clark Luthor origin story is similar to the Booster Gold #3 and Flashpoint comics.
- Blue kryptonite makes its last appearance of the series in this episode.
In Other Media
- In the scene where Lionel is sparring with Clark Kent, he is seen wearing a silver tie with multiple question marks on it. This is a reference to Batman: The Animated Series where John Glover played the voice of the Riddler.
- In the comics, the Lois Lane from Ultraman's universe, is often the secret identity for Wonder Woman's evil-counterpart, Superwoman.
- Lionel refers to Clark Luthor as "The Man of Tomorrow" which is one of the nicknames Lois address Superman by in headline articles in the newspaper of the Daily Planet.
- This episode featuring a Mirror universe pays tribute primarily to the comics Earth-3.
- Clark Kent's scene with Earth-2 Lois on the rooftop of LuthorCorp Media is very reminiscent of Superman's first encounter with Lois in Action Comics #1 (June 1938). Lois even wears a red dress just like her comic book counterpart did during that first meeting.
- Ultraman is the 89th DC Comics character adapted into the series.
- In the comics, Ultraman's universe (Earth-3 or the Antimatter Universe) is a world in which all the heroes are villains and all the villains are heroes. However, in the Smallville version, only the Earth-2 Clark as well as the Earth-2 Jonathan shown in "Kent" are portrayed differently from their Earth-1 counterparts. Lois, Oliver, Tess and Lionel are all shown to behave in the same/similar enough manners as they would in Earth-1.
- In the comics, kryptonite from other universes cannot hurt Kryptonians, whereas the Earth-2 kryptonite can hurt Clark.
- Much like in the comics when a similar event happened in which Ultraman came to Superman's reality, Lois instantly saw the difference between him and Clark.
- Executive producer Kelly Souders makes her directorial debut.
- The Lionel of Earth-1 was last fully seen in Descent where he was killed. He also made a brief cameo (where he was not played by John Glover and his face wasn't shown) in a flashback in Abandoned.
- Clark and Tess revisit the remains of Cadmus Labs, which was largely destroyed in a fire set by a Lex Luthor clone during Lazarus.
- Clark learns about Tess' true lineage as a Luthor, which Tess herself discovered in Abandoned.
- Clark learns that Tess has been hiding Alexander since Lazarus. He has been seen aging in Isis and Harvest.
- Lionel calls Clark the "Man of Tomorrow." "Man of Tomorrow" was Clark's slogan when Pete Ross ran his campaign for school President in Season One's Drone.
- Clark told Davis Bloome what could his life be if he was raised by the Luthors back in Eternal.
- Bart Allen is seen in one of the screens. He was last seen in Doomsday.
- This is the first episode to feature a cast of exclusive past and present series regulars.
Homage to previous seasons
- Clark is once again transported to an alternate reality by a Kryptonian device. The first time was in Season Seven's Apocalypse by Jor-El using the Key in which Clark was taken to a world in which he never existed.
- The great and terrible fear Virgil Swann and his daughter Patricia Swann had envisioned was Lionel finding Clark in the first meteor shower instead of the Kents which was expressed vividly by Patricia in Season Seven's Traveler is seen in this episode.
- Clark got to see what his life would've been like had he been raised by Lionel in which he became a weapon much like Kara did in the world in which he never existed, seen in Season Seven's Apocalypse.
- The sequence in which Clark Kent explores Metropolis in the mirror universe is exactly the same as the opening sequence that introduced Kal in Season Three's Exile.
- When Clark Kent returned from the mirror universe, Lois recognized he was the real deal, unlike Lana who couldn't tell the difference between Clark and his doppelganger Bizarro in Season Seven's Gemini and Persona.
- A similar situation happened in the episode Hex except Clark was unable to tell the difference between Lois and Chloe (who had magically turned into Lois). Although Clark did admit that he "should have picked up on it sooner". Also, Clark's own memory was affected at the time, not remembering he has super powers.
- Clark Luthor's arm is branded with the Luthor family crest much like Jor-El had branded Clark's chest with the ancestral family crest of the House of El in Season Two's Exodus.
- Lionel forces Clark to fence with him, much like he did with Lex in Season One's Hothead.
- Clark is startled by Lionel's appearance in the fortress much like he was in Season Five's Hidden.
- Clark Kent: Emil finally finished working through the files we found after the fire. There's one body still unaccounted for -- LX-15. There's another Lex on the loose.
- Tess: Why look here? I closed the book on this place months ago.
- Clark Kent: Supplies are still being sent here.
- Tess: Someone's helping him survive, but you're assuming he's a threat just because he's a Luthor. What ever happened to everyone deserving a second chance?
- Clark Kent: No, Luthor blood is Luthor blood. It's poison.
- Lionel-2: Ah. Now is the moment for an apposite quote from one of my favorites -- Marcus Aurelius. "When you arise in the morning, think what a privilege it is to be alive. To breathe, to enjoy, to love, to think."
- Clark Kent: Lionel?
- Lionel-2: Dress yourself. We Luthor men must seize our day. You only live once, son.
- Lionel-2: (to Clark Kent) This, uh, "Ultraman" persona you've come up with -- genius. It's a great way to strong-arm our opponents. But your display of ego is attracting too much attention. You're getting reckless. Now, button up!
- Lionel-2: The heart -- it'll blind you, son. You want to be your own man. That's natural. But remember, Clark -- I am your father and I alone raised you in my own image to become the man that you are today.
- Clark Kent: I must have lost perspective.
- Lionel-2: But that's why I'm here -- to set you back on the right path. You could conquer the universe. The Man of Tomorrow -- Clark Luthor! I sometimes shudder to think what would have happened to my little traveler if he had been discovered in that cornfield by the first ignorant farmer that came along. Where on earth would you be now?
- Thief: You should stay away from me.
- Clark Kent: Why are you so afraid?
- Thief: 'Cause -- 'cause no one sees Ultraman and lives to tell about it.
- Clark Luthor: (Tess notices the scar on his arm) There's no take-backs when it comes to Gold-K. Lex sure knew how to make an impression, didn't he?
- Clark Luthor: Hardly any trace of Lionel at all. It's refreshing, actually...being out from under our father's shadow.
- Tess: Lionel Luthor's been dead for years. Lex killed him.
- Clark Luthor: I guess Lex did something right in this place. I got to tell you, sis -- this alternate Earth -- it's a blast. Doesn't feel right, though. Not having blood on my hands before lunch.
- Lionel-2: You remember, um, Lear, son? Shakespeare. King Lear. Wanted to abdicate, retire. Lear had three children. He tells them he will divide his kingdom between them, giving the largest portion to the one who loves him most. Two of the children declare their lavish devotion. The youngest, his favorite, is blunt and plainspoken. Stop me if you know where this is going.
- Clark Kent: Lear disowned the child who loved him all along.
- Lionel-2: Big mistake. So, it's just you and your sister now. There's certainly no getting Lex back. You saw to that.
- Lois Lane: Clark, if this is some kind of Red-K episode, we can work this out. (Clark tosses Lois across the room)
- Tess: Leave her alone.
- Clark Luthor: I wouldn't worry about Lane, sis. It's remarkable what you can hear when you stop to listen.
- Tess: You can't stay here.
- Clark Luthor: I can do whatever I want. I'm not going back to Lionel's world. 'Cause that's exactly what it is — Lionel's. This world will be mine. Give me the box.
- Tess: And if I don't?
- Clark Luthor: I'll kill you.
- Clark Kent: I'm sorry, it's just something I had to do.
- Lois Queen: Stay away from me Clark or Ultraman or whoever the hell you are! I know what happens when someone sees your face. Help!
- Clark Kent: Lois, where I'm from, Lois Lane, you and I are allies. You always have my back, how else would I know that you're brave and loyal and a force of nature?
- Lois Queen: Anybody could have told you that about me.
- Clark Kent: Look, You misspell words, simple words at an alarmingly frequent basis. Can you never admit I'm right even when I call you on it?
- Lois Queen: Why would I?
- Clark Kent: You can always tell when I'm lying, you can see right through me, straight to my soul... to my heart. Lois, there's got to be a part of you that knows I'm telling the truth.
- Lois Queen: Who are you?
- Clark Kent: My name is Clark Kent and I promise Lois, I will never let this happen to us. I can't live in a world where you don't love me.
- Oliver-2: So Clark Luthor is the mysterious Ultraman of Metropolis. That name sucks, by the way. Did it look good on paper?
- Lionel-2: You know, you may want to use that, uh, box and escape from here, but the truth is that I'm the one who's been a prisoner here all this time.
- Clark Kent: Let me use the mirror box. I'll go away. You'll never have to worry about me again.
- Lionel-2: Not worry about you? That's all I've ever done -- worry about you! I have sacrificed everything for your sake. I failed you, Clark. Because no true son of mine, no true Luthor would have let me live this long.
- Clark Kent: Not my choices.
- Lionel-2: You're right. I made you this way. And because I have failed you, Clark, It's got to be survival of the fittest! Whether you are on this earth or any other...I am the most fit! I will be the survivor!
- Lois Lane: What are these for?
- Clark Kent: Nothing says "Sorry My Doppelganger From A Parallel Earth Tried To Kill You" like flowers.
- Lois Lane: I think there's a card for that now.
- Clark Kent: The store was out. I destroyed the mirror box. You won't ever have to worry about seeing him again.
- Lois Lane: He wasn't you, Clark. I mean, not you you.
- Clark Kent: Well, I know the circumstances were different from that side, but that was still me in that mirror. And the way you looked at me, Lois, it was so much hate...it was like you already formed your opinion about Clark Luthor -- for good reason. He was a monster. I was a monster.
- Lois Lane: Kind of makes you wonder how "Earth Two" Lois Lane managed to put up with such a colossal tool.
- Clark Kent: Consider yourself universally consistent. Didn't cut him any slack. But I do think she was about to give him another chance.
- Lois Lane: You don't need to worry about second chances with me. You're doing really well with the first one.
- Newspaper Stand Worker: Uhh, don't I know you from somewhere?
- Lionel-2: I don't think so. I'm from out of town. Unexpected visit. But I guess I'm back in the nick of time. (Looks at the camera) Wouldn't want to miss how it all turns out.
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