Brainiac: This is a simple matter of self-preservation. When I couldn't kill you, I knew I had to control you.
Clark Kent: I'm in control now. And you will release Chloe! You'll release Lana!
Brainiac: The only way to save them would be to kill me now, in cold blood. Which goes against everything you stand for. You could never deliberately take another man's life.
Clark Kent: You're not a man. You're a machine.
Lex Luthor: I must admit, Clark. This is a big step up from the barn.
Clark Kent: It's not what you think, Lex. You don't understand.
Lex Luthor: For the first time, I think I do. You see, you live among us as a mild-mannered farm boy. But secretly, you're a strange visitor from another planet, plotting our demise.
Clark Kent: That's not what I'm doing at all.
Lex Luthor: It's a brilliant disguise, Clark. You don't even need a mask.
Clark Kent: I'm not your enemy, Lex. I've never done anything to hurt you.
Lex Luthor: Yes, you did. You didn't trust me. With everything you had, with everything you could do, did you ever think about what we could have accomplished together? I would have helped you become a hero.
Clark Kent: When have you thought of anyone else but yourself?
Lex Luthor: Right now. I'm doing this for the world. I have to protect the human race.
Clark Kent: This is my life. You have no right to control it.
Lex Luthor: It's my birthright! The Luthor family has always been about power and having control over everything. After all my sacrifices, after all the pain... I finally understand. I was being prepared for a much greater destiny. Everything led me to this moment.
Clark Kent: And we're both here. We're in that moment. And what happens next is your choice. But no one is controlling you, Lex. No one is forcing you to do this.
Lex Luthor: Who am I to turn my back on my fellow man? Especially after you turned your back on me? I'm sorry, Clark. But you are the Traveler. You hold the future of the entire planet in your hands. I'm here to take it back into mine.
[Lex walks over to the console]
Clark Kent: Lex...
Lex Luthor: You'll never threaten the world again... Kal-El.
Clark Kent: Lex, don't!
[Lex plugs the Orb onto the console. The Fortress begins collapsing as Clark falls to his feet. Lex kneels down to him]
Lex Luthor: I loved you like a brother, Clark. But it has to end this way. I'm sorry.
Chloe Sullivan: [pulls kryptonite on Kara] Why isn't it working?
Kara: Check the expiration date?
Chloe Sullivan: Kara, there's something seriously wrong with you. It was the only way...
Kara: You lied to me. Clark's not here.
[Chloe tries to run out the door, Kara shuts it and transforms back into Brainiac]
Chloe Sullivan: Oh, God.
Brainiac: I'm impressed. I wouldn't have thought a member of your weak-willed species especially a friend of Kal-El's could ever use kryptonite against his cousin.
Chloe Sullivan: Let me go.
Brainiac: I remember you. Always sticking your pretty little head where it doesn't belong.
[Brainiac proceeds to pierce her head with his finger tendrils. Chloe unleashes her healing powers in defense, weakening him]
Brainiac: What the hell are you?
Kara: I'd always thought the Traveler was meant for good. Even he thinks he is. When I went home to Krypton, I learned the truth about his fate. He won't save mankind. He'll destroy it.
Lex Luthor: Who is it?
Kara: Don't you already know?
Lana Lang: [to Clark] I need you... but the world needs you more.
Jimmy Olsen: Clark, Chloe was just arrested.
Clark Kent: What?
Jimmy Olsen: Her habitual hacking caught Uncle Sam's eye. So I - I kind of went to Lex for help. Now he's holding it over my head.
Clark Kent: You made a deal with Lex Luthor?
Jimmy Olsen: Look, I told him to get another lap dog, Clark. But then he just - He put her back on their "most wanted" list. She went from life support to life without parole in less than a day.
Jimmy Olsen: Look, Lex, I would really like to help, but lying, it's just, uh, you know, it's not my thing. It's eating me up. It's actually... it's making my stomach hurt.
Lex Luthor: Well it's never too late to learn a new skill.
Lois Lane: Seriously Clark, don't you think you're destined for greater things in life than working on a farm?
Clark Kent: Even if I wanted the job, Lois, I'd never work for Lex Luthor.
Lois Lane: Okay. Then why were you such great friends with the guy? Looking into Lex's past, I found out how far you two go back. You're nothing alike. Why were you so close for so long?
Clark Kent: Sometimes, people don't turn out to be what you thought they were. Lois, if you continue working for Lex, promise me you'll be careful.
Lois Lane: [scoffs] You know, if I didn't know any better, Smallville, I'd think you were worried about me.