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!
“Fallout,” the sixth episode of Season Six and the 116th episode overall, aired on November 2, 2006. It was written by Holly Harold and directed by Glen Winter, and it’s an episode that spends most of its runtime pulling in two completely different directions and somehow keeps its balance anyway. On one side, Clark gets a reunion of his own, a Kryptonian survivor who understands him in ways his human family never quite can. On the other, Lex and Lana’s relationship finally cracks open over a piece of alien technology neither of them fully understands, and definitely don’t trust each other with. Both threads end in loss. Neither one gets resolved cleanly. That’s about as Smallville as it gets.
A Six-Week Gap Nobody Explains
The episode opens six weeks before the present-day action, with two Oakland teenagers named Lamar and Yance stumbling on a fresh crater. Lamar goes to investigate, gets possessed by a Phantom Zone escapee, and vaporizes his friend when Yance can’t answer a question about someone named Kal-El. It’s a brutal little cold open, efficient in the way this show’s monster setups usually are, and it establishes Baern as a genuine threat before he even has a name onscreen.
Back in the present, Clark and Chloe are piecing together a pattern of nuclear facility attacks that all trace back toward Smallville. Chloe’s research puts real investigative texture on what could’ve been a lazy premise, and it’s a good reminder that even in an episode packed with alien mythology, the show still wants us to believe someone is actually doing the legwork. Baern, once he’s confirmed to be inhabiting Lamar’s body, turns out to be feeding off radioactive material to build up enough strength for a specific purpose: revenge against Jor-El’s son, and against Raya, the Kryptonian who helped Clark escape the Phantom Zone in the first place.
Raya Gives Clark Something Nobody Else Can
Raya’s arrival is the emotional center of this episode, and the show earns it by giving her something to actually say rather than just having her exist as a plot device who happens to know how Kryptonian technology works. She tells Clark that Jor-El described Earth’s beauty to her, that she’s glad to finally see it herself, and that she understands what it must have cost him to grow up pretending to be like everyone else. Clark admits, almost involuntarily, that he used to try. He doesn’t anymore, not really, and Raya doesn’t need him to explain why.
This is where the episode’s best trick shows up. Raya isn’t just filling Clark in on Jor-El’s backstory or explaining how the Fortress works. She’s offering him the one thing Martha and Jonathan, for all their love, can never quite provide: the experience of being fully known without having to translate himself first. When Clark later tells his mother that Raya was the first person who ever understood what he’d lost, a family and a whole race of people just like him, it lands because the show actually built toward it instead of just asserting it in a closing monologue.
Their super-speed race through the county mirrors an earlier scene from “Run” almost beat for beat, and I don’t think that’s an accident. The show keeps returning to the image of Clark finally getting to be fast, strong, and unguarded around someone who isn’t afraid of what he is. It’s a small motif, but it’s doing real work every time it shows up.
The Fortress, the Crystal, and a Destiny Clark Keeps Avoiding
Raya’s other function in this episode is to push Clark toward the training he’s been putting off since the Fortress went dark at the end of Season Five. She’s blunt about it in a way nobody in Clark’s human life has really been able to be. She reminds him that Jor-El sent him here to save Earth from the same fate Krypton suffered, points out that this information was supposed to be part of his training, and gets visibly frustrated when Clark admits he never started it. His excuse, that he couldn’t trust someone who’d caused him so much pain, is a fair one given everything Jor-El has put him through across the series, but Raya isn’t interested in litigating old grievances. She just wants him to accept what he is.
That tension pays off in the episode’s climax, when Clark uses the Crystal of El to absorb enough of Baern’s energy to banish him back to the Phantom Zone for good, restoring power to the Fortress in the process. It’s a satisfying mechanical solution, and it also functions as proof that Raya was right about him all along. He didn’t need Jor-El standing over his shoulder. He needed to actually try.
Lex and Lana Fight Over Something Bigger Than Both of Them
While Clark is working through his Kryptonian inheritance, Lex and Lana are quietly falling apart over the black box, the piece of Kryptonian technology recovered in earlier episodes that Lex has been secretly researching through Dr. Groll. Groll, spooked enough to go into hiding, hands the box and his findings over to Lana and warns her that Lex has already moved into military testing without telling her. It’s a small scene, but it does a lot of quiet character work. Lana isn’t just uncomfortable with what Lex is doing. She’s uncomfortable with how much of it she didn’t know about, which is really the whole shape of their relationship by this point in the series.
Jimmy Olsen’s return gives this subplot its investigative spine. He’s photographed Groll’s meeting with Lana, shows the pictures to Chloe hoping to pull her into a story, and gets rebuffed because Chloe knows exactly how badly things tend to go for anyone who tangles with the Luthors. Jimmy pushes forward anyway, confronts Lex directly at the mansion, and manages to photograph a fragment of the box’s schematics before Lex has him removed from the property and, we later learn, quietly fired. It’s a small, ugly abuse of power dressed up as an inconvenience, and the show doesn’t make a big deal of it, which somehow makes it feel more accurate to how Lex actually operates.
When Lex confronts Lana about her meeting with Groll, she lies about it, badly, and he knows immediately. What follows isn’t really an argument about honesty. It’s an argument about priorities, with Lana telling him flatly that he’s obsessed with the box and needs to choose between it and her. Before he can answer, Baern crashes through the wall, absorbs the fragment of the box Lana had left on his desk, and the question of what Lex would have chosen gets left permanently unresolved. That’s a sharper piece of writing than it first appears. The show doesn’t need Lex to answer the question out loud. Lana already knows, and by the end of the hour, so does the audience.
A Timeline That Doesn’t Quite Add Up
Here’s a continuity wrinkle worth sitting with, because it’s the kind of thing that only becomes visible once you start watching a show week to week instead of letting the seasons blur together. This episode establishes that six weeks have passed since Baern first arrived on Earth, which lines up with roughly the same six-week window since Clark escaped the Phantom Zone. The trouble is that “Oracle” and “Vessel,” the last two episodes of Season Five, along with “Zod,” the Season Six premiere, are all explicitly continuous and take place in May. Six weeks after that would put “Fallout” somewhere around June or July, not the November air date the episode actually carries.
It gets messier when you factor in Lana’s meeting with Dr. Groll, since that follows directly from “Arrow,” which takes place after Lex’s costume party in “Wither,” an event clearly set in October. So either “Fallout” is meant to be read as taking place months earlier than it aired and got shuffled out of production order, or the show simply wasn’t tracking its own internal calendar all that carefully this season. Given how loosely Smallville treated timelines in general, I’d bet on the second explanation, but it’s a fun rabbit hole if you enjoy this sort of thing as much as I do.
Small Details Worth Noticing
A few smaller touches round out the episode nicely. Lex refers to the alien artifact as the “black box,” a phrase comic and film fans will recognize from Superman II, where Lex Luthor uses a device by the same name to track down the Fortress of Solitude. It’s a clever bit of shorthand from the writers, given how much this season leans on Lex slowly becoming the man audiences already know he’s destined to be.
Raya’s mention of helping Jor-El plan every detail of Clark’s ship, right down to his baby blanket, is a direct nod to Superman comics and film continuity, where Superman’s costume is traditionally made from the blanket he arrived wrapped in. And the super-speed race between Clark and Raya through Smallville plays almost like an inverted callback to Superman: The Movie, where a young Clark races a train carrying a young Lois Lane.
There’s also a nice bit of stunt casting buried in here. Bow Wow plays both Lamar Johnson and Baern, and Lamar himself is drawn from the comics, specifically Superman: The Wedding Album, the 1996 one-shot where an adult Lamar attends Clark and Lois’s wedding alongside his wife, a fellow Daily Planet reporter. It’s a deep-cut reference for an otherwise disposable vessel character, and it’s the kind of detail that rewards long-time comic readers without ever making a fuss about itself onscreen.
Where the Episode Actually Lands
By the end of the hour, Jimmy has been demoted rather than fired outright, talking his way back into a lower position in Photo Archives, and Chloe is left trying to reassure him without being able to explain the real reason Lex reacted so viciously. Lana confronts Lex again, refuses to apologize for lying to him, and tells him she’s relieved the box was destroyed, which is about as close as this episode gets to giving her the moral high ground outright. Lex, characteristically, doesn’t offer anything back beyond silence.
But it’s Raya’s death that the episode actually wants you carrying out the door. She steps in front of a blast meant for Clark, giving him the opening he needs to finish Baern off for good, and dies having given Clark exactly what she came to Earth to give him: the push toward his own destiny that nobody else in his life was equipped to provide. It’s a quick death by the standards of how much time the show spent building her up, but I think that’s intentional. Raya was never going to stick around. She existed to hand Clark something and then get out of the way, and the show is honest enough not to pretend otherwise. When Clark tells Martha at the end that he’s finally ready to stop running from who he is, it isn’t a lesson he talked himself into. It’s one someone gave her life to make sure he actually learned.
That’s not a bad note to end a mid-season episode on, even if it means saying goodbye to a character who’d only just arrived.
Next week we’re on to “Rage,” and after watching Clark finally commit to his destiny, I’m curious whether the show lets him hold onto that resolve or finds a new way to knock him back down before the season’s halfway through.
What did you think of Raya’s brief time on the show? Did her death feel earned, or did “Fallout” ask you to grieve a character it barely gave you time to know? Share your thoughts in the comments below!
