Smallville (TV Series)

Upgrade (2010)

Tom Welling: Clark Kent

Photos 

Quotes 

• Chloe Sullivan : Clark Kent at the keyboard? Have I been downsized in the bureaucratic world of superheroes?

  Clark Kent : I just got tired waiting for you.

  Chloe Sullivan : Oh, snap. Someone woke up on the wrong side of the planet.

  Clark Kent : More like the wrong side of Lois. But that will never happen again.

• Clark Kent : [infected by red kryptonite]  You and Oliver betrayed me!

  Chloe Sullivan : It sounds worse than it actually...

  Clark Kent : You're stockpiling weapons around the world that can kill me.

  Chloe Sullivan : Not you. The Kryptonians.

  Clark Kent : I'm Kryptonian!

  Chloe Sullivan : Clark, the weapons are just insurance.

  Clark Kent : In case what, Chloe? In case I turned on you? God, I was such a fool to think that you could ever understand me. You think you're better than Tess. At least she didn't pretend to be on my side all those years.

  Chloe Sullivan : Clark, why don't you hear my side? I mean, what if someday there was a war?

  Clark Kent : There is a war, Chloe. Right now. And you're about to lose it.

• John Corben : I don't blame you for frying me. But someone who cares about you sent me here to save you. And I owe you one.

  Clark Kent : This is my lucky day to be saved.

  John Corben : Kal-El, take it from someone who's been there. We don't always know when we need saving. You can thank me another time.

• Chloe Sullivan : [trying to scrub Clark's sigil off the wall]  I didn't think it would be a good idea to get the handyman to repair this.

  Clark Kent : If I had an apology on video, it would have saved me a lot of time this year.

  Chloe Sullivan : Well, I'd say I did my fair share of trespassing, as well.

  Clark Kent : You mean the part where you were amassing the only weapons that can kill me?

  Chloe Sullivan : Yeah, that would be the part.

  Clark Kent : Well, maybe you're the one seeing things clearly from the beginning.

• Clark Kent : There's something I didn't tell you about the future. Your kryptonite armory was the only thing that saved the world. And me teaming up with Zod... turning my back on you and Oliver, that wasn't all the red kryptonite.

  Chloe Sullivan : Curious.

  Clark Kent : I think it was some sort of wish fulfillment thing for me.

  Chloe Sullivan : Clark, if you wanted to redecorate the place, all you had to do is ask.

  Clark Kent : It's just that seeing you and Lois together, you're like sisters. The two of you have an understanding of each other, a shorthand that I've never known.

  Chloe Sullivan : We're family.

  Clark Kent : That's something I don't have much of anymore. I mean, Zod and I, we're... we've been on different sides, we... we were raised in different worlds. But somehow, through the isolation and the burdens, losing our home, trying to manage in somebody else's, he understands things about me that nobody else can. Chloe, he's the closest thing to a brother that I may ever know.

• Clark Kent : [trying to connect to Jor-El in the Fortress]  Well, he isn't exactly rolling out the welcome mat, is he? Nothing's working. Which figures. As soon as I embrace my heritage, you vanish.

  Zod : Given what you've told me about my role in the last days of Krypton, I'm not surprised.

  Clark Kent : Well, he can't blame you for something you haven't done yet.

  Zod : It took you almost a year to warm up to me. I wouldn't expect my discerning old friend to... give me any more latitude.

  Clark Kent : It's all right. I've learned everything I need from this thing anyway.

• Zod : Don't be too quick to dismiss what Jor-El has to offer you, Kal-El.

  Clark Kent : Trust me, I can live without constant lectures and mind games.

  Zod : How about the answers to everything in the universe?

  Clark Kent : Give me a break.

  Zod : I was a skeptic, too. On Krypton, our children are raised to revere the red sun god Rao. Unlike your civilizations, superstition has no place in our beliefs. Religion is science. Not some... mystical questioning of it. Your father left our bible, the Book of Rao, on this Earth. You know what, with all of this, and the knowledge in that book, Kal-El, there is no limits to what we can achieve.

• Clark Kent : [leading Zod into the Fortress]  Welcome home, brother.

• Zod : [on top of the Space Needle]  It's quite a view.

  Clark Kent : Everything seems so clear from up here. I'm asking myself why it took me so long to see it.

  Zod : Sometimes it just take somebody to share your perspective. If only your father could see us.

  Clark Kent : He can. How would you like to say hello to your old friend Jor-El?

  [a raindrop hits his hand] 

  Clark Kent : But first... let's give the people of Seattle a little surprise.

• Zod : For someone so reticent about joining forces, you certainly wasted no time in destroying Chloe's kryptonite stock hold.

  Clark Kent : I'm sure there's some quote about betrayal stinging you the most when it's from someone you trust.

  Zod : Your father could have rattled it off. You remind me of him.

  Clark Kent : Yeah, I'd rather not hear it. I didn't get the chance to know him like you did.

  Zod : Don't get me wrong, we used to fight... until all hours of the night.

  Clark Kent : What, he was stubborn? Like me?

  Zod : Yeah. But that never meant I didn't respect him. Y-you must have had a friend that you had a connection with, like you were opposite sides of the same soul.

  Clark Kent : Yeah, once. A long time ago.

  Zod : You no longer have to be worried about people envying you, or fearing you, because you have a family now, a family who understands.

  Clark Kent : Good. Maybe it's time to live a little.

• Clark Kent : You lied about having powers. How'd you get them?

  Zod : From you. From your blood. When you saved me. It's contradictory, isn't it? But then again, you are the greatest contradiction of all. Dedicating your life to the greater good and at the same time deceiving those you love the most.

  Clark Kent : I'm the one who's been deceived.

  Zod : Oh, come, come, Kal-El. You have become far too calculating to play the naive farm boy anymore. Your closest friends fear you, because they will never understand you, and how could they? You need me. Who else in your world has ever truly been your equal?

  Clark Kent : I have no equal.

  Zod : You really can't see it, can you? A modern-day messiah whose symbol is worshipped by the mere mortals at his feet. A god who rips decisions out of the hands of fate. Now... there is a real threat out there to both of us. And with your map of the kryptonite arsenals, we can take out any defense they have against us. Nothing can stop us. Now the question is... who will you join? Your friends? Your friends who have stockpiled weapons around the world to kill you? Or the one man who weighs the same decisions, struggles with the same dilemmas, and who just saved your life?

• Chloe Sullivan : What exactly caught your better than bionic eye this time?

  Clark Kent : It's Tess. It was her underground lab that Lois was snooping around in.

  Chloe Sullivan : What's with the thermo-radioactive scan of North America?

  Clark Kent : She's storing meteor rock around the country. She's gonna pay for it.

  Chloe Sullivan : [he moves to leave]  Uh, Clark, wait. As much as I would love to have Tess out of our lives, you can't take her down for this. You're connecting the dots in the wrong order. These deposits don't belong to Tess.

  Clark Kent : Tess is the only one who knows what kryptonite can do to me.

  Chloe Sullivan : Except... for me. And Oliver.

• Chloe Sullivan : Okay, vector ten and a half feet north. Have I sunk Lois' battleship?

  Clark Kent : Chloe, I can see fifty feet in every direction. There's no reason why Lois would be standing in this spot for two hours last night.

  Chloe Sullivan : You know, not that I wanna wade into the salty ocean of amour that is Lois and Clark, but if you two are playing "Mr. & Mrs Smith" now, don't you think there might be a slight trust issue?

  Clark Kent : I'm worried she's holding something back from me.

  Chloe Sullivan : It's kind of different when the control's on the other foot. You know, Clark, Lois trusts you. Now you need to trust her.

  Clark Kent : I do.

  Chloe Sullivan : Right. And that's why you had me LoJack her key chain? Look, Clark, I just checked the time code, and if we could rocket back a few hours, you would be standing on Lois' shoulders.

  [looking around, he notices a manhole cover in the sidewalk] 

• Lois Lane : [waking up in bed next to Clark]  How'd you get in here? How did I get in here?

  Clark Kent : Well, it must have been some night.

  Lois Lane : Yeah, I was chasing down a red-hot lead and then... hit a dead end.

  Clark Kent : [seeing a scratch on her arm]  Lois, what happened to you?

  Lois Lane : Uh, oh, uh, you know, I was just, I was... trying too hard to open up my, uh, "The Hangover" DVD, you know, with dad's Swiss army knife? And he was sure I wouldn't put it to good use. Wanna kiss it better, soldier?

• Clark Kent : What's going on, Lois? You've been AWOL for over a week. Now, I know we agreed a little mystery between us would be good, but I'm worried about you. Come on, I think it'd be a good idea if there was nothing between us.

  Lois Lane : [coyly]  I think that can be arranged.

  Clark Kent : Lois.

  Lois Lane : Mm-hmm?

  Lois Lane : [her phone beeps just as they're about to kiss]  I'm sorry, Smallville. It's Randall. It-it could be the story of the century. I can't risk a coulda, shoulda, woulda.

  Clark Kent : [moving to leave]  It's okay. I wouldn't want you to miss out on something big.