Welcome back to Rewatching Smallville, my weekly dive into the iconic series that explores Clark Kent’s journey before becoming Superman. Whether you’re a long-time fan or new to the show, you’re invited to join in each Tuesday as I revisit episodes and share my thoughts and observations. Be sure to share your own memories and theories in the comments below!

There are television episodes that quietly close out a season, tying up loose ends with a neat little bow. Then there’s “Covenant,” the season three finale of Smallville that essentially took every major character, threw them in a blender, hit “puree,” and then calmly walked away whistling Mozart’s Requiem. If you were watching this when it originally aired on May 19, 2004, you probably spent the entire summer wondering if the writers had completely lost their minds—or if they were secretly geniuses.

Twenty years later, the answer is clearly the latter.

The Setup: Welcome to Paradise (Kidding, It’s Actually Hell)

“Covenant” wastes absolutely no time in establishing that this isn’t going to be your typical “let’s wrap things up nicely” season finale. The episode opens with a naked woman walking out of the woods—because apparently when Kryptonians make an entrance, they don’t believe in subtle or clothed—who promptly murders some innocent drivers with her bare hands. Meet Kara, who claims to be from Krypton and has come to take our boy Clark home to fulfill his destiny.

Right off the bat, we’re dealing with themes that would define Superman for decades to come: the pull between his alien heritage and his human connections, the weight of destiny versus personal choice, and the question of whether extraordinary power comes with the obligation to transcend humanity entirely. But this being Smallville, nothing is quite what it seems.

Adrianne Palicki, who plays the mysterious Kara, brings an otherworldly detachment to the role that’s both seductive and unsettling. She’s offering Clark everything he thinks he wants—answers about his origins, companionship from someone like him, escape from the complications of human relationships—but there’s something fundamentally wrong with her perspective on humanity. She views humans the way someone might view insects: occasionally interesting, but ultimately disposable.

The Betrayal That Broke Everything

While Kara is busy being ominous and philosophical, the real emotional gut punch comes courtesy of Lionel Luthor, who reveals to Clark the existence of Lex’s secret investigation room. This isn’t just any room—it’s a full-scale obsession shrine dedicated to figuring out Clark’s secrets, complete with photographs of the Kent family, cave symbols, and evidence from every strange incident in Smallville’s recent history.

The discovery scene is devastating precisely because it forces Clark to confront something he’s been willfully ignoring: his best friend has been studying him like a lab rat. Michael Rosenbaum plays Lex’s attempt to explain himself with a perfect mixture of genuine affection and barely concealed manipulation. When he tells Clark, “If I’m guilty of anything, it’s that I’ve inherited my father’s eccentric curiosity for the unexplained,” you can almost hear the sound of their friendship cracking in half.

Tom Welling delivers one of his finest performances as Clark processes this betrayal. His line, “Ever since I’ve met you, I’ve been defending you, making excuses for you to people like Pete, like my parents. Telling them, ‘You can trust Lex Luthor. He’s a good guy. He’s nothing like his father.’ I was wrong,” carries the weight of three seasons of character development. This isn’t just a friendship ending—it’s the moment when Clark’s worldview fundamentally shifts.

Jonathan’s Impossible Choice

Meanwhile, the episode reveals the devastating cost of Jonathan Kent’s deal with Jor-El from the season premiere. In order to bring Clark back from his red kryptonite rebellion in Metropolis, Jonathan agreed to eventually return Clark to his biological father. The covenant of the title isn’t just a plot device—it’s a meditation on the lengths parents will go to save their children, and the impossible moral calculations involved in that love.

John Schneider brings a heartbreaking vulnerability to Jonathan’s confession. Martha’s anger isn’t just about the secrecy—it’s about the violation of their partnership in raising Clark. The Kent family has always functioned as a united front against the forces trying to pull Clark away from his humanity, and Jonathan’s unilateral decision fractures that unity at the worst possible moment.

The Godfather Ending (But Make It Superhero Drama)

The final act of “Covenant” is an absolute masterclass in parallel editing and escalating tension. As Lionel gets his head shaved in prison—John Glover himself suggested this be done for real, because he’s apparently committed to his craft in ways that border on masochistic—we cut between multiple catastrophes happening simultaneously.

Lana leaves for Paris without getting to say goodbye to Clark. Chloe and her father are apparently killed in an explosion. Lex appears to be poisoned by his own father. Jonathan collapses in the caves. And Clark, feeling completely isolated and manipulated by everyone around him, makes the choice to go with Jor-El into the unknown.

The editing style deliberately echoes the baptism scene from The Godfather, where Michael Corleone’s religious ceremony is intercut with the systematic elimination of his enemies. Here, though, it’s not about consolidating power—it’s about the complete destruction of everything Clark has built his life around.

The image of the Kryptonian symbol burned into the Kent farm’s field is both beautiful and ominous, a cosmic “Superman was here” that promises nothing will ever be the same. When Jor-El intones, “Now you shall be reborn,” to Clark floating in space, it’s not just about the character’s journey—it’s about the show itself being reborn for its fourth season.

The Kara Reveal: A Lesson in Expectations

One of the episode’s most effective elements is the revelation that Kara isn’t actually Kryptonian at all. She’s Lindsay Harrison, a teenager who disappeared during the original meteor shower and has been manipulated by Jor-El for years into believing she’s something she’s not. It’s a brilliant bit of misdirection that serves multiple purposes: it shows how effectively Jor-El can manipulate people, it demonstrates the seductive power of believing you’re special, and it foreshadows Clark’s own struggle with his dual identity.

The real genius is that the audience, like Clark, wants to believe Kara is genuine. We’re hungry for Clark to connect with someone who truly understands his alien nature. When that connection is revealed to be artificial, it’s not just Clark who feels manipulated—it’s us.

A Season at Its Peak

“Covenant” serves as the culmination of what many fans consider Smallville‘s best season. Season three took the show’s foundational elements—Clark’s emerging powers, his friendship with Lex, the mystery of his origins—and pushed them to their breaking point. The season averaged 4.9 million viewers, down from season two’s 6.3 million peak, but what it lost in raw numbers it made up for in dramatic intensity.

The episode earned an impressive 8.9 rating on IMDB and is frequently cited by fans as one of the series’ finest hours. Critics praised its willingness to completely upend the status quo, with one reviewer calling it “one of the most jaw-dropping season finales I have ever seen to the point where I was on the edge of my seat more than the season 4 finale of Breaking Bad.”

The Superman Story in Miniature

What makes “Covenant” more than just an exercise in shocking twists is how perfectly it encapsulates the central themes of the Superman mythos. Clark’s rejection of Kara’s offer to abandon humanity reflects Superman’s fundamental choice to protect and serve the people of Earth rather than rule over them. His insistence that his name is Clark Kent, not Kal-El, establishes the character’s core identity crisis that would define him for decades.

The episode also introduces the concept that would become central to Superman stories: the idea that Clark’s greatest strength isn’t his alien powers, but his human heart. When Kara dismisses human emotions as weakness, Clark’s defense of his connections to people like Lana, Pete, and even Lex (before the betrayal) establishes him as someone who chooses love over power, community over isolation.

Technical Mastery

Director Greg Beeman and the writing team of Alfred Gough and Miles Millar deserve enormous credit for the episode’s technical execution. The flying sequences between Clark and Kara deliberately echo the iconic flight scene from the 1978 Superman film, while the cave scenes use lighting and cinematography to create an otherworldly atmosphere that makes Jor-El feel like a genuine cosmic force.

The use of Mozart’s Requiem as the backing music for the final montage is inspired—classical music adds weight and gravitas to what could have been mere melodrama. When Lionel’s head is being shaved while characters are dying or disappearing, the music transforms the sequence into something approaching high art.

Legacy and Impact

“Covenant” fundamentally changed Smallville‘s trajectory. The complete destruction of the show’s status quo forced the writers to rebuild everything from scratch for season four. Clark’s red jacket and blue shirt costume, which makes its first season finale appearance here, would become iconic. The episode also established the template for Smallville finales: go big, break everything, and leave the audience desperate for answers.

The episode’s influence extends beyond Smallville itself. Its willingness to completely upend established relationships and power structures became a template for modern serialized television. Shows like Lost, Breaking Bad, and Game of Thrones would later use similar “blow everything up” season finale strategies.

The Verdict

“Covenant” works because it earns its dramatic moments through careful character development and thematic consistency. When friendships end and characters die (or appear to), it doesn’t feel gratuitous—it feels inevitable. The episode respects its audience’s intelligence by trusting them to handle complex moral questions and ambiguous character motivations.

Twenty years later, “Covenant” stands as a masterpiece of superhero television—a perfect encapsulation of what made Smallville special and a thrilling setup for the series’ evolution. It’s the kind of episode that reminds you why you fell in love with these characters in the first place, even as it systematically destroys everything you thought you knew about them.

If you’re looking for the moment when Smallville transformed from a teen drama with superpowers into a genuine exploration of heroism, destiny, and the cost of extraordinary abilities, look no further than “Covenant.” Just maybe have some tissues handy—and definitely don’t plan on sleeping soundly until you can watch the season four premiere.

Because in the world of Smallville, sometimes the only way to move forward is to burn everything down first. And sometimes, that’s exactly what makes for perfect television.